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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K
 
[X] Annual Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended March 31, 2024
 
[ ] Transition Report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
 
Commission file number: 333-225433
 



AVANT TECHNOLOGIES
    INC. 


f/k/a
    TREND INNOVATIONS HOLDING INC.)

(Exact name of small business issuer as specified in its charter)

 


 
 

 
NV
7370
38-4053064
 


 
 
 

(State or other jurisdiction of incorporation or organization)
 

(Primary Standard Industrial
Classification Number)
 

(IRS Employer
Identification Number)

 
 

 

c/o Eastbiz.com, Inc 
5348
Vegas Drive, Las Vegas, NV 89108
(Address of principal executive
offices and Zip Code)
 
(866) 533-0065
(Registrant’s telephone number, including area
code)
 
info@avanttechnologies.com
(Registrant’s email)
 


Securities registered under Section 12(b) of the Exchange Act:

 

Title of each class
 
Trading Symbol
 
Name of each exchange on which registered

Common Stock, $0.001 par value
 
AVAI
 
OTC Markets

 
 
 
 
 

Securities registered under Section 12(g) of the Exchange Act:

None

 
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]        No [X]
 
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ]        No [X]
 
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes [X]        No [ ]
 
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
[X] No [ ]
 
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. Yes [ ]        No [X]
 
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act:
 


 
 
 
 

Large accelerated Filer
[ ]
Accelerated Filer
[ ]

Non-accelerated Filer
[X]
Smaller reporting company
[X]

(Do not check if a smaller reporting company)
Emerging growth company
[ ]

 
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
 
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes [ ]        No [X]
 
As of March 31, 2024, the market value of our common
stock held by non-affiliates was approximately $115,996,227 which is computed based upon the closing price on that date of the Common
Stock of the registrant on the OTC QB maintained by OTC Markets Group Inc. of $0.99. For purposes of this response, the registrant has
assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.
 
State the number of shares outstanding of each of
the issuer's classes of common equity, as of the latest practicable date: 117,017,906 common shares issued and outstanding as of
July 3, 2024.
 
Documents incorporated by reference: None
 
 
 
 
 

 
 

 
TABLE OF CONTENTS
 


 
 
 

 
 
Page

 
 
 

PART I
 
 

 
 
 

Item 1.
Description of Business.
5

Item 1A.
Risk Factors.
8

Item 1B.
Unresolved Staff Comments.
12

Item 1C.
Cybersecurity.
12

Item 2
Properties.
13

Item 3.
Legal proceedings.
13

Item 4.
Mine Safety Disclosures.
13

 
 
 

PART II
 
 

 
 
 

Item 5.
Market for Common Equity and Related Stockholder Matters.
13

Item 6.
Selected Financial Data.
16

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
17

Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
22

Item 8.
Financial Statements and Supplementary Data.
22

Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
47

Item 9A 
Controls and Procedures.
47

Item 9B.
Other Information.
48

Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
48

 
 
 

PART III
 
 

 
 
 

Item 10
Directors, Executive Officers, Promoters and Control Persons of the Company.
48

Item 11.
Executive Compensation.
54

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
55

Item 13.
Certain Relationships and Related Transactions, and Director Independence.
55

Item 14.
Principal Accounting Fees and Services.
57

 
 
 

PART IV
 
 

 
 
 

Item 15.
Exhibits
57

 
 
 

Signatures 
58

 
 
  
 
 
 
3
 

 
 

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
In this annual report, references to “AVANT”
“AVAI” “TREND”, “TREN”, or “the Company,” or “we,” or “us,” and
“our” refer to AVANT TECHNOLOGIES INC. (formerly TREND INNOVATIONS HOLDING INC.). Except for the historical information contained
herein, some of the statements in this report contain forward-looking statements that involve risks and uncertainties. These statements
are found in the sections entitled “Business,” “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk.” They include statements concerning:
our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion
of our proposed product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by
words such as “may,” “will,” “should,” “expect,” “plan,” “could,”
“anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,”
“goal,” or “continue” or similar terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including, but not limited to, the risks outlined under “Risk Factors,” that may cause
our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions
that could cause actual results to vary materially from future results include, but are not limited to our ability to successfully develop
and market our products to customers; our ability to generate customer demand for our products in our target markets; the development
of our target markets and market opportunities; our ability to manufacture suitable products at a competitive cost; market pricing for
our products and for competing products; the extent of increasing competition; technological developments in our target markets and the
development of alternate, competing technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any
forward-looking statements.
 
Below
is a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not address
all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary,
as well as other risks and uncertainties that we face, can be found under ‘Risk Factors’ in Part I, Item 1A of this Annual
Report on Form 10-K. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties.
You should consider carefully the risks and uncertainties described under ‘Risk Factors’ in Part I, Item 1A of this Annual
Report on Form 10-K as part of your evaluation of an investment in our securities.
 


 
-
We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

 


 
-
Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

 


 
-
The COVID-19 outbreak caused disruptions in our development operations, which have resulted in delays in existing projects and may have additional negative impacts on our operations.

 


 
-
Our results of operations have not resulted in profitability and we may not be able to achieve profitability going forward.

 


 
-
We have not generated positive cash flow from operations and our ability to generate positive cash flow is uncertain. If we are unable to generate positive cash flow or obtain sufficient capital when needed, our business and future prospects will be adversely affected and we could be forced to suspend or discontinue operations.

 


 
-
We will require additional capital to support business growth and this capital might not be available on acceptable terms, if at all.

 


 
-
We depend upon key personnel and need additional personnel.

 


 
-
Our business requires substantial capital and if we are unable to maintain adequate cash flows from operations our profitability and financial condition will suffer and jeopardize our ability to continue operations.

 
 
4

 
 

 
 


 
-
There is currently a limited public market for our common stock. Failure to further develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your stock.

 


 
-
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

 


 
-
Because we are quoted on the OTC QB marketplace instead of a national securities exchange, our investors may experience significant volatility in the market price of our stock and have difficulty selling their shares.

 


 
-
Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders.

 


 
-
We have not paid dividends in the past and have no immediate plans to pay cash dividends.

 


 
-
Shares eligible for future sale may adversely affect the market for our Common Stock.

 


 
-
You may experience future dilution as a result of future equity offerings.

 


 
-
Our charter documents and Nevada law may inhibit a takeover that stockholders consider favorable.

 


 
-
There are limitations on director/officer liability.

 


 
-
Penny stock regulations may impose certain restrictions on marketability of our securities.

 


 
-
FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

 

 
 
PART I

 
 
Item 1. Description of Business
 
Overview
 
Avant Technologies Inc. (formerly
Trend Innovations Holding Inc.) is a technology company specializing in acquiring, creating, and developing innovative and advanced technologies
utilizing artificial intelligence (AI) as well as providing a host of information technology consulting services. The Company considers
itself a native expert in the field of information technology based on artificial intelligence. Recently, the Company acquired Avant!
AI and InstantFAME as well as the assets of Wired4Health, Inc., pertaining to certain technology
assets providing full-stack software development, database management, data integration, project management and cloud services resources.
Utilize its latest assets acquisitions, Avant mission is to provide innovative and eﬀective AI solutions that transform
businesses and positively impact society. Avant strive to push the boundaries of AI technology and empower organizations to achieve their
full potential. We believe that our technology can provide a self-sustained system that prepares its data from unlabeled information
(Unsupervised Clustering), and then analyzes it using various, proprietary, supervised learning techniques, Improved data efficiency:
Unsupervised learning pre-processes and extracts meaningful features from raw or unlabeled data, preparing them as inputs for the supervised
learning model. This improves data efficiency and preparations. Our technology deployed over the acquired assets (in sum or as a
whole) potentially provides True Learning from Experience - Unsupervised learning is utilized to learn relevant information from many
source domains. This knowledge is then evaluated and applied to a related or different domain(s), where information might be in short
supply. This feature is a true learning capability. Avant! can leverage the knowledge learned from the source domain to improve performance
in the other domains, as well as Factual discovery/conclusion by learning data - Avant! Unsupervised learning techniques, like clustering,
help identify groups or patterns in the data, reaching conclusions. Then its supervised learning mechanism can create new
datasets (information), which are used for further domains, improving classification and regression tasks. This feature is a true
reasoning mechanism.
 
Until the above acquisitions,
the Company's "Thy News" application was one of the Company's key projects. Thy News is a worldwide application used for processing
news from multiple sources. Thy News was created for users who value their time but want to keep up with the latest in world news. The
app offers the user the opportunity to create their own news feeds solely from those sources that are of interest to them, as well as
creating additional news feeds segmented by topic.
 
 
5

 
 

 
In summer 2018, the Company started operations with
development of a trading platform for users who cook at home and want to sell their food on the Internet and home-cooked food lovers.
 
On June 28, 2019, the Company acquired Thy News LLC,
an owner of a news application with feed from various sources that users can choose and customize. It is available for free download in
Apple AppStore and Google Play Market. Users also will be able to subscribe for additional paid features that extend the functionality
of the original app. At the moment of the first release, the app’s news database consisted of 24,000 processed news sources, and
as of December 31, 2019 this amount increased for more 75,000 processed sources to a total of 99,000 processed sources. From January 1,
2020 to September 30, 2023 the Company acquired additional 50,000 processed sources. As of March 31, 2024, the users of the app have an
opportunity to choose interesting and relevant news feeds from 149,000 processed sources.
 
On March 30, 2020, the Company acquired Itnia Co.
LLC, a Wyoming limited liability company, an owner of MB Lemalike Innovations. Itnia Co. LLC provides services in the field of IT consulting
using artificial intelligence technologies. Itnia Co. LLC, on behalf of Lemalike Innovations, provides IT consulting services including:
i) Project Management and Software Administration; ii) Financial and Asset Management for IT; iii) Service Management for IT; and iv)
Event Management for IT.
 
Recent Developments
 
On March 6, 2023, the Company filed a Certificate
of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of
authorized shares of the Company’s common stock from 255,000,000 to 520,000,000 shares (the “Charter Amendment”) of
which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be blank check preferred stock, $0.001 par value
per share. The term "blank check" refers to preferred stock, the creation and issuance of which is authorized in advance by
the stockholders and the terms, rights and features of which are determined by the Board upon issuance. The authorization of such blank
check preferred stock would permit the Board to authorize and issue preferred stock from time to time in one or more series.
 
Acquiring Avant! AI Assets
 
On April 3, 2023, the Company, entered into an Asset
Purchase Agreement (“APA”) along with GBT Tokenize Corp. (“Seller”), which Seller developed and owns a proprietary
system and method named Avant-Ai, which is a text-generation, deep learning self-training model that is working based on an innovative,
unique concept which learns on its own and constantly enhances its information database with the advantage of unsupervised learning capabilities
(the “System”).
 
At closing, in consideration of acquiring the System,
the Company issued to the Seller 26,000,000 common shares of the Company (the “Shares”). The Shares will be restricted per
Rule 144 as promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and Seller agreed to a lock-up period
of nine (9) months following closing (the “Lock Up Term”). In the event the Company is unable to up-list to Nasdaq either
through a business combination or otherwise prior to the expiration of the Lock Up Term, the Seller may request within three (3) business
days of the expiration of the Lock-Up Term, that all transactions contemplated by the APA be unwound.
 
In addition, the Company and Seller entered into a
license agreement regarding the System, granting the Seller a perpetual, irrevocable, non-exclusive, non-transferable license for using
the System enabling everyday users to have the experience of trading nft/crypto and become famous according to their artwork creations,
without actually performing an actual trade while monetizing on their artwork creations.
 
Acquiring Instant Fame Assets
 
On April 3, 2023, the Company, entered into an
Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”) pursuant to which the Company agreed
to acquire a technology portfolio including certain source codes and pending patent applications which have applications in a variety
of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well as core virtual
reality platforms known as digital auction systems, rating and secure sales via open bid auctions (“Instant Fame Assets”). 
 
 
6


 
 

 
At closing, in consideration of the Instant Fame Assets,
the Company issued TD 5,000 shares of Series A Preferred Stock of the Company with a stated valued at $5,000 per share each (the “Preferred
Shares Series A”). The Preferred Shares Series A may be converted at the option of TD into the Company shares of common stock at
a conversion price equal to a 5% discount to the weighted average closing price during the five (5) days prior of such conversion, and
will include a 4.99% beneficial ownership limitation. The Preferred Shares Series A will have no voting rights and will be entitled to
a payment equal to the stated value of the Preferred Shares Series A in the event of the Company liquidation only. In the event the Company
is unable to up-list to Nasdaq either through a business combination or otherwise prior to the expiration of the Lock Up Term,
TD may request within three (3) business days of the expiration of the Lock-Up Term, that all transactions contemplated by the Treasure
APA be unwound.
 
In addition, the Company and Elentina Group,
LLC (“Elentina”) entered into a Service Agreements in which Elentina, was engaged to provide certain capital markets services
for a flat quarterly fee of $75,000 paid in shares of common stock (the “Elentina Common Stock”). The Elentina Common Stock
to be issued within five days of the first day of quarter during the term (ie January 1, April 1, July 1 and October 1). The Elentina
Common Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued will be determined by dividing
the quarterly fee of $75,000 by the Company’s ten (10) day VWAP, which shall at no point be less than $0.10 per share.
 
In connection with the offering, the Company filed
a Certificate of Designation to its Articles of Incorporation designating 5,000 shares of its Preferred Stock of Series A.
 
Acquiring Wired4Health Assets
 
On April 5, 2024, the Company, entered into an Asset
Purchase Agreement (“W4H APA”) with Wired4Health, Inc. (“Seller” or “W4H”), pertaining to certain
technology assets, providing full-stack software development, database management, data integration, project management and cloud services
resources. The assets being acquired include an agreement and amendments between W4H and Sentry Data Systems/Craneware, an agreement between
W4H and Respec, Inc., agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware and Respec,
Inc. customer accounts, Website and Internet Domain Name, Wired4Health.com and all of its content (the “Website“), and any
other rights associated with the Website, including, without limitation, any intellectual property rights, all related domains, logos,
customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts, if any,
and any other associated rights, etc. (the “W4H Assets”).
 
At closing, in consideration of acquiring the Assets,
the Company issued Seller an amortizing secured promissory note in the principal amount of $1,200,000 (“Secured Note”) of
the Company’s Series B Convertible Preferred Stock with a stated value of $1,000,000 (the “Preferred Stock”)
 
The Secured Note is payable by the Company to the
Seller in 24 equal monthly installments of principal and interest in the amount of $52,427.22 on the first day of each month, beginning
on the first day of the month following the closing of the transaction and continuing on the first day of each consecutive month thereafter
until the note is fully paid, but in no case less than two billing cycles of W4H activity. The Secured Note bears interest of five percent
(5%) per annum accrued monthly (0.42% per month on the outstanding principal balance).
 
The Preferred Stock Series B has an aggregate stated
value of $1,000,000, where the conversion price is equal to the lesser of $1.00 per share each, on a fully diluted basis, or the volume-weighted
average market price (VWAP) of the Company’s common stock as traded on the OTC Markets for the most recent 30 days prior to deal
closure (the “Conversion Price”). Conversion will include a 4.99% beneficial ownership limitation and a leak out agreement
allowing daily sales to not exceed 25% of the total daily volume.
 
The Secured Note is
secured by the Assets pursuant to the terms of a Security Agreement which, among other things, will authorize the Seller to file a UCC1
Financing Statement in the State of Nevada. As of the date hereof, the Company is obligated
on approximately $1,200,000 face amount of Secured Notes issued to the Seller. The Secured Note is a debt obligation arising other than
in the ordinary course of business which constitute a direct financial obligation of the Company. Effective May 7, 2024, in
connection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 1,000,000 shares
of its preferred stock.
 
 
7


 
 

 
Employees Identification of Certain Significant
Employees.
 
The Company’s Board Members include: Natalija
Tunevic, Secretary; Ivan Lunegov, President & Director; Vitalis Racius, CFO, Director &Treasurer. Independent Contractors which
are not directors and members of the Board: William Hisey, CEO, Danny Rittman, CISO; Percy Kwong, Technology Advisor.
 
Government Regulation
 
We will be required to comply with all regulations,
rules, and directives of governmental authorities including the US Securities and Exchange Commission and agencies applicable to our business
in any jurisdiction with which we would conduct activities. We do not believe that governmental regulations will have a material impact
on the way we conduct our business. 
 
Item 1A.  Risk Factors
 
 As a Smaller Reporting Company, the Company
is not required to include the disclosure under this Item 1A. Risk Factors. Despite the fact that we are not required to provide risk
factors, we consider the following factors to be risks to our continued growth and development:
 
WE HAVE A LIMITED OPERATING HISTORY IN AN EVOLVING
INDUSTRY, WHICH MAKES IT DIFFICULT TO EVALUATE OUR FUTURE PROSPECTS AND MAY INCREASE THE RISK THAT WE WILL NOT BE SUCCESSFUL.
 
We have a limited operating history in an evolving
industry that may not develop as expected. Assessing our business and future prospects is challenging in light of the risks and difficulties
we may encounter. These risks and difficulties include our ability to:
 


 
-
accurately forecast our revenues and plan our operating expenses;

 


 
-
successfully expand our business;

 


 
-
assimilate our acquisitions;

 


 
-
adapt to rapidly evolving trends in the ways consumers and businesses interact with technology;

 


 
-
avoid interruptions or disruptions in the offering of our products and our services;

 


 
-
develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and products;

 


 
-
hire, integrate and retain talented sales, customer service, technology and other personnel; and

 


 
-
effectively manage rapid growth in personnel and operations; and 

 


 
-
global COVID-19 pandemic

 
If the demand for our services and/or platforms/products
offered or our products under development are not finalized, our business will be harmed. We may not be able to successfully address these
risks and difficulties, which could harm our business and results of operations.
 
OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT
FOR US TO EVALUATE OUR FUTURE BUSINESS PROSPECTS AND MAKE DECISIONS BASED ON THOSE ESTIMATES OF OUR FUTURE PERFORMANCE.
 
We have a limited operating history and, as a
consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Reliance on the historical
results may not be representative of the results we will achieve. Because of the uncertainties related to our limited historical operations,
we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues or expenses. If we make poor budgetary
decisions as a result of unreliable historical data, we could be less profitable or continue to incur losses.
  
 
8

 
 

 
OUR RESULTS OF OPERATIONS HAVE NOT RESULTED IN
PROFITABILITY AND WE MAY NOT BE ABLE TO ACHIEVE PROFITABILITY GOING FORWARD
 
The Company does not accrue or capitalize development
costs (or any costs to this effect) and expense it to its profit and loss statements as required by US GAAP. As such, the Company incurred
a net loss of $2,128,475 for the year ended March 31, 2024 and net loss of $348,933 for the year ended March 31, 2023. If we incur additional
significant operating losses, our stock price,
may decline, perhaps significantly. Our management
is developing plans to alleviate the negative trends and conditions described above. Our business plan is speculative and unproven. There
is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan,
that we will be able to curtail our losses now or in the future. Further, as we are an emerging enterprise, we expect that net losses
will continue, and our working capital deficiency will increase.
 
WE HAVE NOT GENERATED POSITIVE CASH FLOW FROM OPERATIONS,
AND OUR ABILITY TO GENERATE POSITIVE CASH FLOW IS UNCERTAIN. IF WE ARE UNABLE TO GENERATE POSITIVE CASH FLOW OR OBTAIN SUFFICIENT CAPITAL
WHEN NEEDED, OUR BUSINESS AND FUTURE PROSPECTS WILL BE ADVERSELY AFFECTED AND WE COULD BE FORCED TO SUSPEND OR DISCONTINUE OPERATIONS.
 
Our operations have not generated positive cash flow
for any period since our inception, and we have funded our operations primarily through the issuance of common stock and short-term and
long-term debt and convertible debt. Our limited operating history makes an evaluation of our future prospects difficult. The actual amount
of funds that we will need to meet our operating needs will be determined by a number of factors, many of which are beyond our control.
These factors include the timing and volume of sales transactions, the success of our marketing strategy, market acceptance of our products,
the success of our manufacturing and research and development efforts (including any unanticipated delays), our manufacturing and labor
costs, the costs associated with obtaining and enforcing our intellectual property rights, regulatory changes, competition, technological
developments in the market, evolving industry standards and the amount of working capital investments we are required to make.
 
Our ability to continue to operate until we are able
to generate sufficient our cash flow from operations will depend on our ability to generate sufficient positive cash flow from our operations.
If we are unable to generate sufficient cash flow from our operations, our business and future prospects will be adversely affected and
we could be forced to suspend or discontinue operations.
 
The Company had a stockholders’ deficit of $1,466,566
and an accumulated deficit of $2,976,395 at March 31, 2024.
 
WE WILL REQUIRE ADDITIONAL CAPITAL TO SUPPORT BUSINESS
GROWTH, AND THIS CAPITAL MIGHT NOT BE AVAILABLE ON ACCEPTABLE TERMS, IF AT ALL.
 
We intend to continue to make investments to support
our business growth and we will require additional funds to respond to business challenges, including the need to develop new features
and products or enhance our existing products, improve our operating infrastructure or acquire complementary businesses and technologies.
Further, we need additional capital to continue operations. Accordingly, we need to engage in equity or debt financings to secure additional
funds. We expect that we have sufficient capital to maintain operations through the year of 2023/4. In order to fully implement our business
plan, we will need to raise about $10,000,000 If we raise additional funds through future issuances of equity or convertible debt securities,
our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and
privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive
covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for
us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional
financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us
when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and
our business may be harmed.
 
WE DEPEND UPON KEY PERSONNEL AND NEED ADDITIONAL
PERSONNEL
 
Our success depends on our inability to attract and
retain key personnel including our existing personal, and our inability to do so may materially and adversely affect our business operations. The
loss of qualified personnel could have a material and adverse effect on our business operations. Additionally, the success of the Company’s
operations will largely depend upon its ability to successfully attract and maintain competent and qualified key management personnel.
As with any company with limited resources, there can be no guaranty that the Company will be able to attract such individuals or that
the presence of such individuals will necessarily translate into profitability for the Company.
 
 
9

 
 

 
OUR BUSINESS REQUIRES SUBSTANTIAL CAPITAL, AND
IF WE ARE UNABLE TO MAINTAIN ADEQUATE CASH FLOWS FROM OPERATIONS OUR PROFITABILITY AND FINANCIAL CONDITION WILL SUFFER AND JEOPARDIZE
OUR ABILITY TO CONTINUE OPERATIONS
 
We require substantial capital to support our operations. If we are unable
to generate adequate cash flows from our operations,
maintain adequate financing or other sources of capital
are not available, we could be forced to suspend, curtail or reduce our operations, which could harm our revenues, profitability, financial
condition and business prospects.
 
THERE IS CURRENTLY A LIMITED PUBLIC MARKET FOR
OUR COMMON STOCK. FAILURE TO FURTHER DEVELOP OR MAINTAIN A TRADING MARKET COULD NEGATIVELY AFFECT THE VALUE OF OUR COMMON STOCK AND MAKE
IT DIFFICULT OR IMPOSSIBLE FOR YOU TO SELL YOUR STOCK.
 
There is a limited public market for our Common Stock,
which is traded on the OTC QB under the symbol AVAI. We cannot give any assurances that there will ever be a mature, developed market
for our common stock. Failure to further develop or maintain an active trading market could negatively affect the value of our shares
and make it difficult for you to sell your shares or recover any part of your investment in us. Even if a market for our common stock
does develop in a material way, the market price of our common stock may be highly volatile. In addition to the uncertainties relating
to our future operating performance and the profitability of our operations, factors such as variations in our interim financial results,
or various, as yet unpredictable factors, many of which are beyond our control, may have a negative effect on the market price of our
common stock.
 
IF WE FAIL TO MAINTAIN
AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD. AS A RESULT,
CURRENT AND POTENTIAL STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING, WHICH WOULD HARM OUR BUSINESS AND THE TRADING PRICE
OF OUR STOCK.
 
Effective internal controls
are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports
or prevent fraud, our brand and operating results could be harmed. We have in the past discovered, and may in the future discover, areas
of our internal controls that need improvement. For example, for the years ended March 31, 2024 and 2023, we reported that our disclosure
controls and procedures were not effective due to the lack of resources and the reliance on outside consultants. We intend to increase
management’s review of our financials. We cannot be certain that these measures will ensure that we implement and maintain adequate
controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties
encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior
internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect
on the trading price of our stock.
 
Additional Risks Related to Our Common Stock
 
Because we are quoted on the OTC QB marketplace
instead of a national securities exchange, our investors may experience significant volatility in the market price of our stock and have
difficulty selling their shares.
 
Our Common Stock is currently quoted on the OTC Market
Group’s OTC QB marketplace under the ticker symbol “AVAI”. The OTC is a regulated quotation service that displays real-time
quotes and last sale prices in over-the-counter securities. Trading in shares quoted on the OTC QB is often thin and characterized by
volatility. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence
of consistent administrative supervision of bid and ask quotations, lower trading volume and market conditions. As a result, there may
be wide fluctuations in the market price of the shares of our Common Stock for reasons unrelated to operating performance, and this volatility,
when it occurs, may have a negative effect on the market price for our securities. Moreover, the OTC QB is not a stock exchange, and trading
of securities on this platform is more sporadic than the trading of securities listed on a national quotation system or stock exchange.
Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to
hold them for a substantial period of time until the market for our Common Stock improves.
 
Our stock price and trading volume may be volatile,
which could result in substantial losses for our stockholders.
 
The equity trading markets may experience periods
of volatility, which could result in highly variable and unpredictable pricing of equity securities. The market price of our Common Stock
could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition.
In addition, the trading volume in our Common Stock has been low and may fluctuate and cause significant price variations to occur. We
have experienced significant volatility in the price of our stock. In addition, the stock markets in general can experience considerable
price and volume fluctuations.
 
 
10

 
 

 
We have not paid dividends in the past and have
no immediate plans to pay cash dividends.
 
We plan to reinvest all of our earnings, to the extent
we have earnings, to develop and deliver our products and cover operating costs and to otherwise become and remain competitive. We do
not plan to pay any cash dividends with respect to our securities in the foreseeable future. We cannot assure you that we would, at any
time, generate sufficient surplus cash that would be available for distribution to the holders of our Common Stock as a dividend. Therefore,
you should not expect to receive cash dividends on our Common Stock.
 
Shares eligible for future sale may adversely affect
the market for our Common Stock.
 
Of the 117,167,906 shares of our Common Stock outstanding
as of the date of this Annual Report, approximately 78,959,044 are restricted and 38,208,862shares are freely tradable without restriction
pursuant to Rule 144. Any substantial sale of our Common Stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material
adverse effect on the market price of our Common Stock.
 
You may experience future dilution as a result
of future equity offerings.
 
To raise additional capital, we may in the future
offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may
not be the same as the price per share in this offering. We may sell shares or other securities in any future offering at a price per
share that is lower than the price per share paid by investors in this offering, which would result in those newly issued shares being
dilutive. In addition, investors purchasing shares or other securities in the future could have rights superior to existing stockholders,
which could impair the value of your shares. The price per share at which we sell additional shares of our Common Stock, or securities
convertible or exchangeable into shares of our Common Stock, in future transactions may be higher or lower than the price per share paid
by investors in this offering.
 
Our charter documents and Nevada law may inhibit
a takeover that stockholders consider favorable.
 
Provisions of our certificate of incorporation and
bylaws and applicable provisions of Nevada law may delay or discourage transactions involving an actual or potential change in control
or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions
that our stockholders might otherwise deem to be in their best interests. The provisions in our certificate of incorporation and bylaws:
 


 
-
limit who may call stockholder meetings;

 


 
-
do not provide for cumulative voting rights; and

 


 
-
provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

 
There are limitations on director/officer liability.
 
As permitted by Nevada law, our certificate of incorporation
limits the liability of our directors for monetary damages for breach of a director’s fiduciary duty except for liability in certain
instances. As a result of our charter provision and Nevada law, shareholders may have limited rights to recover against directors for
breach of fiduciary duty. In addition, our certificate of incorporation provides that we shall indemnify our directors and officers to
the fullest extent permitted by law.
  
Penny stock regulations may impose certain restrictions on marketability
of our securities.
 
The SEC adopted regulations which generally define
a “penny stock” to be any equity security that has a market price of less than $5 per share or an exercise price of less than
$5 per share, subject to certain exceptions. A security listed on a national securities exchange is exempt from the definition of a penny
stock. Our Common Stock is not currently listed on a national security exchange. Our Common Stock is therefore subject to rules that impose
additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse).
For transactions covered by such rules, the broker-dealer must make a special suitability determination for the purchase of such securities
and have received the purchaser’s written consent to the transaction prior to the purchase.
 
 
11


 
 

Additionally, for any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating
to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative,
current quotations for the securities and, if the broker-dealer is the sole market maker, the broker dealer must disclose this fact and
the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in penny stocks. Broker-dealers must wait two business days
after providing buyers with disclosure materials regarding a security before effecting a transaction in such security. Consequently, the
“penny stock” rules restrict the ability of broker-dealers to sell our securities and affect the ability of investors to sell
our securities in the secondary market and the price at which such purchasers can sell any such securities, thereby affecting the liquidity
of the market for our Common Stock.
 
Stockholders should also be aware that, according
to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:
 


 
-
control of the market for the security by one or more broker-dealers that are often related to the promoter or issuer;

 


 
-
manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

 


 
-
“boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

 


 
-
excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

 


 
-
the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

 
FINRA sales practice requirements may limit a stockholder’s
ability to buy and sell our stock.
 
The Financial Industry Regulatory Authority (referred
to as FINRA) has rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing
that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status,
investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high
probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are
applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers
buy our Common Stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect
on the market for and price of our common stock.
 
Item 1B. Unresolved Staff Comments
 
As a Smaller Reporting Company, the Company is not
required to include the disclosure under this Item 1B. Unresolved Staff Comments. At this time, there are no unresolved staff comments.
 
Item 1C. Cybersecurity
 
Cybersecurity and Data Privacy Risks
 
We are subject to cybersecurity and data privacy risks. Cyberattacks and
security vulnerabilities could lead to increased costs, liability claims, or harm to our competitive position.
 
Cybersecurity Risks
 
Our operations and the operations of our and partners involve the storage,
transmission, and processing of third parties’ and our data, including personal, confidential, or proprietary information. This
data is subject to privacy and security laws, regulations, and customer-imposed controls. Cybercriminals use a variety of methods to exploit
potential vulnerabilities in our systems, products, and services. Sophisticated attacks could result in unauthorized access, loss, misuse,
disclosure, modification, or destruction of this data.
 
 
12

 
 



We are committed to protecting our third parties’ and our data. Despite
efforts, our systems, products, and services remain vulnerable to attacks.
 
Data Privacy
 
Data privacy issues are becoming increasingly significant due to the rapidly
changing legal and regulatory landscape. Compliance with global and local data privacy laws requires ongoing investment in our information
technology and employee training, and will continue to impact our business.
 
Governance and Oversight
 
We should have a formal risk management program that addresses cybersecurity
and data privacy risks. This program should include regular reporting to our senior management and Board of Directors, who provide oversight
and direction. We have not established an enterprise risk management framework to assess and prioritize these risks.
 
Incident Response
 
We maintain an incident response plan that includes policies and procedures
for notifying affected third parties and complying with applicable laws.
 
Investments in Cybersecurity
 
We will continually invest in our cybersecurity capabilities to protect
our assets and those of our third parties. This potentially will include investment in advanced threat detection, encryption, and other
security measures.
 
Recent Cybersecurity Incidents
 
During the last fiscal year, we did not experienced cybersecurity incidents.
 
Item 2.  Description of Property
 
We do not own any real estate or other properties.
 The Company rents a virtual office at c/o Eastbiz.com, Inc 5348 Vegas Drive, Las Vegas, NV 89108
 
Item 3.  Legal Proceedings
 
From time to time, the Company may be involved in
various litigation matters, which arise in the ordinary course of business. There is currently no litigation that management believes
will have a material impact on the financial position of the Company.
 
Item 4.  Mine Safety Disclosures
 
Not applicable.
 
PART II
 
Item 5. Market for Common Equity and Related Stockholder Matters
 
On March 6, 2023, the Company filed a Certificate
of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of
authorized shares of the Company’s common stock from 255,000,000 to 520,000,000 shares (the “Charter Amendment”) of
which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be blank check preferred stock, $0.001 par value
per share. The term "blank check" refers to preferred stock, the creation and issuance of which is authorized in advance by
the stockholders and the terms, rights and features of which are determined by the Board upon issuance. The authorization of such blank
check preferred stock would permit the Board to authorize and issue preferred stock from time to time in one or more series.
 
 
 
13
 

 
 



Preferred Stock
 
The Company has 20,000,000 shares, $0.001 par value
of preferred stock authorized as of March 31, 2024. There were 10,000,000 shares of preferred stock issued and outstanding as of March
31, 2024.
 
Common Stock
 
The Company has 500,000,000 shares, $0.001 par value
of common stock as of March 31, 2024. There were 117,167,906 shares of common stock issued and outstanding as of March 31, 2024.
 
Warrants
 
No warrants were issued or outstanding as of March
31, 2024.
    
Market Information
 
The common shares of the Company are traded on OTC
QB Markets under the ticker symbol of AVAI.
 
Record Holders
 
The number of holders of record for our common stock
as of March 31, 2024 was 130.
 
Dividends
 
No cash dividends were paid on our shares of common
stock during the fiscal years ended March 31, 2024 and 2023.
 
Securities Authorized for Issuance Under Equity
Compensation Plans
 
We presently do not have equity compensation plans authorized.
 
Transfer agent change
 
The Company transfer agent is ClearTrust LLC with
a business address at 16540 Pointe Village Drive Suite 205
Lutz, Florida 3355850; ClearTrust LLC ’s website is www.cleartrustonline.com, and their phone number is (813) 235-4490.
 
Penny Stock
 
Our common stock is considered “penny stock”
under the rules of the SEC under the Securities Exchange Act of 1934. The SEC adopted rules that regulate broker-dealer practices in connection
with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5, other than securities registered
on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:
 


-
contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading;

 


-
contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

 


-
contains a toll-free telephone number for inquiries on disciplinary actions;

 
 

-
defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

 


-
contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

 
 
14

 
 

 
 
The broker-dealer also must provide, prior to effecting any transaction
in a penny stock, the customer with:
 


-
bid and offer quotations for the penny stock;

 


-
the compensation of the broker-dealer and its salesperson in the transaction;

 


-
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and

 


-
monthly account statements showing the market value of each penny stock held in the customer’s account.

 
In addition, the penny stock rules that require that
prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt
of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably
statement.
 
These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for our stock.
 
Recent Sales of Unregistered Securities
 
Preferred Stock
 
The Company has 20,000,000 shares, $0.001 par value
of preferred stock authorized as of March 31, 2024.
 
On November 21, 2023, the Company issued 3,000,000
shares of preferred stock in exchange for 3,000,000 shares of common stock.
 
On December 1, 2023, the Company issued 2,000,000
shares of preferred stock as bonuses to officers of the Company.
 
There were 10,000,000 shares of preferred stock issued
and outstanding as of March 31, 2024.
 
Preferred Stock Series A
 
The Company has 5,000 shares, $0.001 par value of
preferred stock series A authorized as of March 31, 2024.
 
In April 2023, the Company issued 5,000 shares of
preferred stock series A for InstantFAME acquisition.
 
On November 27, 2023, the Company converted 1,950
series A preferred stock shares into 26,973,528 shares of Common Stock.
 
There were 3,050 shares of preferred stock series
A issued and outstanding as of March 31, 2024.
 
Common Stock
 
The Company has 500,000,000 shares, $0.001 par value
of common stock as of March 31, 2024.
 
On April 25, 2023, the Company issued 26,000,000 common shares for Avant!
AI acquisition.
 
On June 1, 2023, the Company issued 5,250,000 common
shares in exchange for convertible notes in the amount of $94,500.
 
On July 27, 2023, the Company issued 213,243 common
shares for cancelation of $287,500 payroll debt.
 
On August 17, 2023, the Company issued 9,550,000 common
shares for cancelation of $114,600 payroll debt.
 
On October 20, 2023, the Company issued 3,000,000
common shares for cancelation of $54,000 related party loan.
 
On November 20, 2023, the Company issued 3,000,000
shares of preferred stock, featuring a 1:5 voting right, in exchange for 3,000,000 shares of common stock issued on October 20, 2023.
 
 
15

 
 



On November 27, 2023, the Company converted 1,950
series A preferred stock shares into 26,973,528 shares of Common Stock.
 
As of March 31, 2024, the Company issued 8,477,324
common shares for cancelation of $604,318 payroll debt and 2,050,000 common shares as bonuses to officers of the Company.
 
On March 22, 2024, the Company issued 150,000 common
shares for consulting services that were cancelled on May 29, 2024.
 
There were 117,167,906 shares of common stock issued
and outstanding as of March 31, 2024.
 
Warrants
 
No warrants were issued or outstanding as of March
31, 2024.
 
Convertible Debentures
 
On March 27, 2023, the Company entered into a Securities
Purchase Agreement with 1800 Diagonal Lending LLC (“DL”) pursuant to which the Company issued to DL a Convertible Promissory
Note (the “DL Convertible Note”) in the aggregate principal amount of $125,100 for a purchase price of $104,250. The DL Convertible
Note has a maturity date of June 27, 2024 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible
Note at the rate of eight percent (8.0%) per annum from the date on which the DL Convertible Note is issued until the same becomes due
and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the DL
Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the DL Convertible Note. The outstanding principal
amount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date the
DL Convertible Note is issued. Following the 180th day, DL may convert the DL Convertible Note into shares of the Company’s common
stock at a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion. In
addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Convertible Note), the DL Convertible
Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional
amounts as set forth in the DL Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with
all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the
common stock of the Company. On September 26, 2023 the Company paid off the DL Convertible Note, in cash for $136,393.
 
On October 2, 2023, the Company entered into a Securities
Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory Note (the “October 2023 DL Convertible
Note”) in the aggregate principal amount of $126,000 for a purchase price of $105,000. The October 2023 DL Convertible Note has
a maturity date of March 2, 2025 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible Note
at the rate of eight percent (8.0%) per annum from the date on which the October 2023 DL Convertible Note is issued until the same becomes
due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the
October 2023 DL Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the DL Convertible Note. The
outstanding principal amount of the October 2023 DL Convertible Note may not be converted prior to the period beginning on the date that
is 180 days following the date the DL Convertible Note is issued. Following the 180th day, DL may convert the October 2023 DL Convertible
Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price during
the 20-day period preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default
(as defined in the October 2023 DL Convertible Note), the October 2023 DL Convertible Note shall become immediately due and payable and
the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the October 2023 DL
Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common
stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. On
April 2, 2024, the Company paid off the October 2023 DL Convertible Note, in cash for $137,549.
 
Other Stockholder Matters
 
None.
 
Item 6. Selected Financial Data 
 
Not applicable to smaller reporting companies.
 
 
 
16

 
 

 
 
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
 
The following discussion should be read in conjunction
with our financial statements and related notes included elsewhere in this report. In addition to historical information, this discussion
includes forward-looking information that involves risks and assumptions, which could cause actual results to differ materially from management’s
expectations. See “Forward-Looking Statements” included in this report.
 
Forward-looking statements
 
Statements made in this Form 10-K that are not historical
or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities
Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by
the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate,"
"approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to
the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which
speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future.
However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations and events and those presently anticipated or projected.
We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated events.
 
Financial information contained in this report and
in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting
principles.
 
The following discussion and analysis of our financial
condition and results of operations for the years ended March 31, 2024 and 2023 should be read in conjunction with the Financial Statements
and corresponding notes included in this Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current
expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the
timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors,
including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such
as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,”
“expect,” “believe,” “intend,” “may,” “will,” “should,” “could,”
“target”, “forecast” and similar expressions to identify forward-looking statements.
 
General Overview
 
Avant Technologies Inc. (formerly Trend Innovations
Holding Inc.) is a technology company specializing in acquiring, creating, and developing innovative and advanced technologies utilizing
artificial intelligence (AI) as well as providing a host of information technology consulting services. The Company considers itself a
native expert in the field of information technology based on artificial intelligence. Recently, the Company acquired Avant! AI and InstantFAME
as well as the assets of Wired4Health, Inc., pertaining to certain technology assets providing full-stack
software development, database management, data integration, project management and cloud services resources. Utilize its latest
assets acquisitions, Avant mission is to provide innovative and eﬀective AI solutions that transform businesses and positively
impact society. Avant strive to push the boundaries of AI technology and empower organizations to achieve their full potential. We believe
that our technology can provide a self-sustained system that prepares its data from unlabeled information (Unsupervised Clustering),
and then analyzes it using various, proprietary, supervised learning techniques, Improved data efficiency: Unsupervised learning pre-processes
and extracts meaningful features from raw or unlabeled data, preparing them as inputs for the supervised learning model. This improves
data efficiency and preparations. Our technology deployed over the acquired assets (in sum or as a whole) potentially provides True Learning
from Experience - Unsupervised learning is utilized to learn relevant information from many source domains. This knowledge is then evaluated
and applied to a related or different domain(s), where information might be in short supply. This feature is a true learning capability.
Avant! can leverage the knowledge learned from the source domain to improve performance in the other domains, as well as Factual discovery/conclusion
by learning data - Avant! Unsupervised learning techniques, like clustering, help identify groups or patterns in the data, reaching
conclusions. Then its supervised learning mechanism can create new datasets (information), which are used for further domains, improving
classification and regression tasks. This feature is a true reasoning mechanism.
 
 
17

 
 

 
COVID-19 Pandemic
 
Our company may be subject to the risks arising from
COVID-19's impacts on the IT industry. Our management believes that these impacts, which include but are not limited to the following,
may have a negative effect on our financial position, results of operations, and cash flows: (i) prohibitions or limitations on in-person
activities associated with meetings; (ii) lack of consumer desire for incurring additional expenses during these times; and (iii) deteriorating
economic conditions, such as increased unemployment rates. In addition, we have considered the impacts and uncertainties of COVID-19 in
our use of estimates in preparation of our consolidated financial statements. These estimates include, but are not limited to, likelihood
of achieving performance conditions under performance-based equity awards, net realizable value of inventory, and the fair value of reporting
units and goodwill for impairment.
 
In Spring of 2020, a lot of governments around the
world issued lockdown orders prohibiting their respective citizens from working in the offices and arranging face-to-face meetings. There
also were instances of reducing number of hours available to each employee. These actions were taken in response to the economic impact
of COVID-19 on business areas resulted in a reduction of productivity for the year 2020. Due to the online nature of the company’s
operations, our regular course of business did not incur significant changes. However, the company’s clients and third parties had
to adjust their operations which resulted in a decreased number of agreements.
 
Risks and Uncertainties
 
Management is currently evaluating
the impact of the COVID-19 pandemic on the Company and has concluded that while it is reasonably possible that the virus could have a
negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific
impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
 
In February 2022, the Russian
Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including
the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and
related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s
financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
 
Consideration of Inflation
Reduction Act Excise Tax
 
On August 16, 2022, the Inflation
Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S.
federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries
of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation
itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value
of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations
are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the
same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”)
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
 
 
RESULTS OF OPERATIONS
 
We have incurred recurring losses to date. Our
financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments
relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable
to continue in operation.
 
We expect we will require additional capital
to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or
debt securities.
 
FISCAL YEAR ENDED MARCH 31, 2024 COMPARED TO FISCAL YEAR ENDED
MARCH 31, 2023
 
Revenue 
 
During fiscal years ended March 31, 2024 and
2023 the Company generated total revenue of $0 and $276,324, respectively.
 
 
18

 
 

 
Operating expenses
 
Total operating expenses for the years ended March
31, 2024 and 2023 were $2,117,182 and $323,131. The operating expenses for the year ended March 31, 2024 included $76,953 in amortization
and depreciation expenses; $502,978 in consulting services; $1,424,334 in general and administrative expenses; $30,143 in marketing expenses;
$62,847 in professional fees; $1,467 in rent expense and $18,460 in website expenses. The operating expenses for the year ended March
31, 2023 included $23,416 in amortization and depreciation expenses; $4,418 in consulting services; $234,907 in general and administrative
expenses; $8,290 in marketing expenses; $49,554 in professional fees; $1,210 in rent expense and $1,336 in website expenses.
 
The total other income (expenses) for the years ended
March 31, 2024 and 2023 were $(11,293) and $14,651, respectively.
 
Net Loss/Income
 
Our net losses for the fiscal years ended March
31, 2024 and 2024 were $2,128,475 and $348,933.
 
LIQUIDITY AND CAPITAL RESOURCES AND CASH REQUIREMENTS
 
FISCAL YEARS ENDED MARCH 31, 2024 and 2023
 
As of March 31, 2024, our total assets were $322,014
comprised of $116,082 in current assets; $205,932 in intangible assets and our total liabilities were $1,788,580.
 
As of March 31, 2023, our total assets were $241,460
comprised of $107,575 in current assets, $125 in fixed assets; $133,760 in intangible assets and our total liabilities were $874,719.
 
Stockholders’ deficit increased from
$633,259 as of March 31, 2023 to $1,466,566 as of March 31, 2024.  
 
CASH FLOWS FROM OPERATING ACTIVITIES
For the fiscal year ended March 31, 2024, net cash
flows used in operating activities was $(1,322,318). For the fiscal year ended March 31, 2023, net cash flows used in operating activities
was $(54,457).
 
CASH FLOWS FROM INVESTING ACTIVITIES
For the fiscal year ended March 31, 2024, net cash
flows used in investing activities was $(149,000). For the fiscal year ended March 31, 2023, net cash flows used in investing activities
was $(33,510).
 
CASH FLOWS FROM FINANCING ACTIVITIES
As of March 31, 2024, net cash from financing
activities was $1,364,127 consisting of capital stock issued and loan from related parties. As of March 31, 2023, net cash from financing
activities was $162,150 consisting of capital stock issued, loan from related parties, loan payable.
 
There is no assurance that
our company will be able to obtain further funds required for our continued working capital requirements.
 
Going Concern - There
is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon public
offering and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.
 
Due to the uncertainty of
our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements, our
independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our
financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our
assets and satisfy our liabilities and commitments in the ordinary course of business.
 
 
 
19


 
 

 
On March 27, 2023, the Company entered into a Securities
Purchase Agreement with 1800 Diagonal Lending LLC (“DL”) pursuant to which the Company issued to DL a Convertible Promissory
Note (the “DL Convertible Note”) in the aggregate principal amount of $125,100 for a purchase price of $104,250. The DL Convertible
Note has a maturity date of June 27, 2024 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible
Note at the rate of eight percent (8.0%) per annum from the date on which the DL Convertible Note is issued until the same becomes due
and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the DL
Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the DL Convertible Note. The outstanding principal
amount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date the
DL Convertible Note is issued. Following the 180th day, DL may convert the DL Convertible Note into shares of the Company’s common
stock at a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion. In
addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Convertible Note), the DL Convertible
Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional
amounts as set forth in the DL Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with
all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the
common stock of the Company. On September 26, 2023 the Company paid off the DL Convertible Note, in cash for $136,393.
 
On October 2, 2023, the Company entered into a Securities
Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory Note (the “October 2023 DL Convertible
Note”) in the aggregate principal amount of $126,000 for a purchase price of $105,000. The October 2023 DL Convertible Note has
a maturity date of March 2, 2025 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible Note
at the rate of eight percent (8.0%) per annum from the date on which the October 2023 DL Convertible Note is issued until the same becomes
due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the
October 2023 DL Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the October 2023 DL Convertible
Note. The outstanding principal amount of the DL Convertible Note may not be converted prior to the period beginning on the date that
is 180 days following the date the DL Convertible Note is issued. Following the 180th day, DL may convert the DL Convertible Note into
shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price during the 20-day
period preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default (as defined
in the DL Convertible Note), the DL Convertible Note shall become immediately due and payable and the Company shall pay to DL, in full
satisfaction of its obligations hereunder, additional amounts as set forth in the DL Convertible Note. In no event shall DL be allowed
to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates
would exceed 4.99% of the outstanding shares of the common stock of the Company. On April 2, 2024 the Company paid off the October 2023
DL Convertible Note, in cash for $137,549.
 
Limited operating history;
need for additional capital
 
There is no historical financial
information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated
limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to
risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to
price and cost increases in services and products.
 
Off-Balance Sheet Arrangements
 
The Company does not have
any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
 
Critical Accounting Policies and Use of Estimates
 
Our Management’s Discussion and Analysis of
Financial Condition and Results of Operations is based upon our financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of our financial statements in
accordance with U.S. GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amount of assets and
liabilities as of the date of the financial statements, the reported amounts and classification of revenues and expenses during the periods
presented, and the disclosure of contingent assets and liabilities. We evaluate our estimates and assumptions on an ongoing basis and
material changes in these estimates or assumptions could occur in the future. Changes in estimates are recorded on the period in which
they become known.
 
 
20


 
 

 
We base our estimates on historical experience and
various other assumptions that we believe to be reasonable under the circumstances and at that time, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily-apparent from other sources. Actual results
may differ materially from these estimates if past experience or other assumptions do not turn out to be substantially accurate.
 
We believe that the accounting policies described
below are critical to understanding our business, results of operations, and financial condition because they involve significant judgments
and estimates used in the preparation of our financial statements. An accounting is deemed to be critical if it requires a judgment or
accounting estimate to be made based on assumptions about matters that are highly uncertain, and if different estimates that could have
been used, or if changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our financial
statements. Other significant accounting policies, primarily those with lower levels of uncertainty than those discussed below, are also
critical to understanding our financial statements. The notes to our financial statements contain additional information related to our
accounting policies and should be read in conjunction with this discussion.
 
Presentation of Financial Statements
 
The accompanying financial statements have been prepared
in accordance with U.S. GAAP.
 
Revenue Recognition 
 
Accounting Standards Update (“ASU”) No.
2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on
January 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this
new standard. The Company applied the “modified retrospective” transition method for open contracts for the implementation
of Topic 606. The Company had no significant post-delivery obligations, this new standard did not result in a
material recognition of revenue on the Company’s accompanying CFS for the cumulative impact of applying this new standard. The Company
made no adjustments to its previously-reported total revenues, as those periods continue to be presented in accordance with its historical
accounting practices under Topic 605, Revenue Recognition.
 
Revenue is recognized under Topic 606 as
follows:
 


 
-
executed contracts with the Company’s customers that it believes are legally enforceable;

 


 
-
identification of performance obligations in the respective contract;

 


 
-
determination of the transaction price for each performance obligation in the respective contract;

 


 
-
allocation the transaction price to each performance obligation; and

 


 
-
recognition of revenue only when the Company satisfies each performance obligation.

 
These five elements, as applied to each of the Company’s revenue
category.
 
Fair Value of Financial Instruments 
 
For certain of the Company’s financial instruments,
including cash, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their FV due to their short
maturities.
 
FASB ASC Topic 820, Fair Value Measurements and
Disclosures, requires disclosure of the FV of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments,
defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements
for FV measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify
as financial instruments and are a reasonable estimate of their FV because of the short period of time between the origination of such
instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined
as follows:
 


 
-
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 
 
 
21

 
 

 
 


 
-
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 


 
-
Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the FV measurement.

 
The Company analyzes all financial instruments with
features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity, and FASB ASC Topic 815,
Derivatives and Hedging.
 
For certain financial instruments, the carrying amounts
reported in the balance sheets for cash and current liabilities, including convertible notes payable, each qualify as a financial instrument,
and are a reasonable estimate of their FV because of the short period of time between the origination of such instruments and their expected
realization and their current market rate of interest.
 
The Company uses Level 2 inputs for its valuation
methodology for derivative liabilities as their FV were determined by using the Black-Scholes-Merton pricing model based on various assumptions.
The Company’s derivative liabilities are adjusted to reflect FV at each period end, with any increase or decrease in the FV being
recorded in results of operations as adjustments to FV of derivatives.
 
Income Taxes 
 
The Company accounts for income taxes in accordance
with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes,
whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some
portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.
 
Under ASC 740, a tax position is recognized as a benefit
only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized
on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has
no material uncertain tax positions for any of the reporting periods presented and its current on all its tax filings federal and state.
 
Item 7A. Quantitative and Qualitative Disclosures
about Market Risk   
 
Not applicable to smaller reporting companies.
 
Item 8. Financial Statements and Supplementary
Data   
 
 
 
 
22
 

 
 

 
AVANT TECHNOLOGIES INC.
(f/k/a TREND INNOVATIONS HOLDING INC.)
 
FINANCIAL STATEMENTS
 
For the years ended March 31, 2024 and March 31,
2023
 
Table of Contents
 


 
 
Page

Report of Independent Registered Public Accounting Firm (ID: 6235)
 
24-25

 
 
 

Balance Sheets as of March 31, 2024 and March 31, 2023
 
26

 
 
 

Statements of Operations for the years ended March 31, 2024 and 2023
 
27

 
 
 

Statement of Stockholders’ Equity as of March 31, 2024 and 2023
 
28

 
 
 

Statements of Cash Flows for the years ended March 31, 2024 and 2023
 
29

 
 
 

Notes to Financial Statements
 
30

 
 
 
 
 
 
 
 
 
 
 
 
 
 
23
 
 
 
 

 
 


 
 
 
 
 
 
 
 
 
 
Report of Independent Registered Public
Accounting Firm
 
 
To the Shareholders and the Board of Directors
AVANT TECHNOLOGIES INC. (f/k/a TREND INNOVATIONS HOLDING INC
& FREECOOK)
 
Opinion on the Financial Statements
 
We have audited the accompanying consolidated
balance sheets of Avant Technologies Inc. (f/k/a Trend Innovations Holding Inc. & FreeCook). (the “Company”) as of March
31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), for each of
the two years in the period ended March 31, 2024, and cash flows for the fiscal year ended March 31, 2024, and the related notes and schedules
(collectively referred to as the “Financial Statements”). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of March 31, 2024 and 2021 and the results of its operations and its cash
flows for the fiscal year ended March 31, 2024, in conformity with the accounting principles generally accepted in the United States of
America.
 
Going Concern Uncertainty
 
The Company's financial statements are
prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets
and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $2,976,395 and a negative cash
flow from operations amounting to $1,828,475 for the year ended March 31, 2024. These factors as discussed in Note 2 of the financial
statements raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome
of these uncertainties
 
Basis of Opinion
 
These financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based
on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in
accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is
not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our
audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no
such opinion.
 
 
24
 
 
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
 
Critical Audit Matters
 
Related party loans
 
We noted the significant related party loans as a critical
matter.
 
We performed the following procedures to address the
matter such as, confirmation of those related party loans, risk assessment of the nature of the related party transactions, review of
the recent minutes of meetings of stockholders, directors, and committees, review of the presence of any significant journal entries and
other adjustments and Inquiry with management of any undisclosed related party contract.
 
 
Dylan
Floyd Accounting & Consulting
We have served as the Company's
auditor since 2020.
Newhall, California
June 30, 2024
 
 
 
 
 
25
 

 
 

 
 

AVANT TECHNOLOGIES INC.
(f/k/a TREND INNOVATIONS HOLDING INC.)
Consolidated Balance Sheets
 


 
 
March 31, 2024
 
 
March 31, 2023

ASSETS
 
 
 
 
 

Current Assets
 
 
 
 
 

Cash and Cash Equivalents
$
281
 
$
107,472 

Prepaid Expenses
 
115,685
 
 
-

Prepaid Rent
 
116
 
 
103

Total Current Assets
 
116,082
 
 
107,575 

 
 
 
 
 
 

Fixed Assets
 
 
 
 
 

Accumulated Depreciation
 
(1,500)
 
 
(1,375)

Furniture and Equipment (note 4)
 
1,500 
 
 
1,500 

Total Fixed Assets
 
-
 
 
125 

 
 
 
 
 
 

Intangible Assets, Net (note 5)
 
205,932
 
 
133,760 


 
TOTAL ASSETS
$
322,014
 
$
241,460 

 
 
 
 
 
 


 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
 
 
 
 
 

Liabilities
 
 
 
 
 

Current Liabilities
 
 
 
 
 

Accounts Payable
$
1,081,803
 
$
236,901

Loan from Related Parties (note 6)
 
406,777
 
 
244,218

Convertible Notes Payable (note 7)
 
201,000
 
 
294,600 

Notes payable - Related Party
 
99,000 
 
 
99,000 

Total Current Liabilities
 
1,788,580
 
 
874,719

Total Liabilities
 
1,788,580
 
 
874,719

 
 
 
 
 
 

Stockholders’ Equity (Deficit)
 
 
 
 
 


Preferred stock, $0.001 par value, 20,000,000 shares authorized;
10,000,000 and 5,000,000 common shares issued and outstanding
    respectively
 
10,000
 
 
3,950 


Preferred stock Series A, $0.001 par value, 5,000 shares authorized;
3,050 and 0 shares issued and outstanding, respectively
 
15,250
 
 
-


Common stock, $0.001 par value, 500,000,000 shares authorized;
117,167,906 and 38,503,811 common shares issued and outstanding
    respectively
 
117,168
 
 
38,504

Additional Paid in Capital
 
1,367,411
 
 
172,207

Accumulated Deficit
 
(2,976,395)
 
 
(847,920)

Total Stockholders’ Equity (Deficit)
 
(1,466,566)
 
 
(633,259)

 
 
 
 
 
 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
$
322,014
 
$
241,460 

 
 
 
 
 
 

 
 
 
The accompanying notes are an integral part of these
financial statements.
 
  
 
26
 

 
 

 
AVANT TECHNOLOGIES INC.
(f/k/a TREND INNOVATIONS HOLDING INC.)
Consolidated Statements of Operations
 


 
 

Year ended
March 31, 2024
 

Year ended
March 31, 2023

REVENUE:
 
 
 
 

Sales
 
$
-
 
$
276,324

TOTAL REVENUES
 
 
-
 
 
276,324

COGS
 
 
-
 
 
316,778

GROSS (LOSS) PROFIT	
 
 
-
 
 
(40,453)

 
 
 
 
 
 
 

OPERATING EXPENSES
 
 
 
 
 
 

Amortization and Depreciation Expense
 
 
76,953
 
 
23,416

Consulting Services
 
 
502,978
 
 
4,418

General and Administrative Expenses 
 
 
1,424,334
 
 
234,907

Marketing Expenses
 
 
30,143
 
 
8,290

Professional Fees
 
 
62,847
 
 
49,554

Rent Expenses
 
 
1,467
 
 
1,210

Website Expenses
 
 
18,460
 
 
1,336

TOTAL OPERATING EXPENSES
 
 
2,117,182
 
 
323,131

 
 
 
 
 
 
 

OTHER (EXPENSES) INCOME	
 
 
(11,293)
 
 
14,651

 
 
 
 
 
 
 

NET INCOME (LOSS) FROM OPERATIONS
 
$
(2,128,475)
 
$
(348,933)

 
 
 
 
 
 
 

PROVISION FOR INCOME TAXES
 
 
-
 
 
-

 
 
 
 
 
 
 

NET INCOME (LOSS)
 
$
(2,128,475)
 
$
(348,933)

 
 
 
 
 
 
 

Other comprehensive income (loss):
 
 
 
 
 
 

Foreign currency translation adjustment
 
$
-
 
$
(2,967)

 
 
 
 
 
 
 

COMPREHENSIVE INCOME (LOSS)
 
$
(2,128,475)
 
$
(351,900)

 
 
 
 
 
 
 

NET LOSS PER SHARE: BASIC AND DILUTED
 
$
(0.02)
 
$
(0.00)

 
 
 
 
 
 
 


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED
 
 
86,532,015
 
 
38,503,811

 
 
 
The accompanying notes are an integral part of these
financial statements.
 
 
 
27
 

 
 

 
 

AVANT TECHNOLOGIES INC.
(f/k/a TREND INNOVATIONS HOLDING INC.)
Consolidated Statement of Stockholders’ Equity
As of March 31, 2024
 
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Common Stock
Preferred Stock

Preferred Stock
Series A
Additional Paid-in
Accumulated Other Comprehensive 
Accumulated 
Total Stockholders’

 
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Income
Deficit
Equity

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Balance, March 31, 2022
26,316,083
$   26,316
5,000,000
$ 3,950
-
$
-
$
60,193
$
(169)
$
 (495,851)
$
(405,561)

Conversion of Notes Payable into Common Shares	
12,187,728
12,188
-
-
-
 
-
 
151,212
 
-
 
-
 
163,400

Disposal of Subsidiary	
-
-
-
-
-
 
-
 
(39,198)
 
-
 
-
 
(39,198)

Foreign currency translation adjustment
-
-
-
-
-
 
-
 
-
 
169
 
(3,136)
 
(2,967)

Net loss for the year
-
-
-
-
-
 
-
 
-
 
-
 
(348,933)
 
(348,933)

Balance, March 31, 2023
38,503,811
$   38,504
5,000,000
$ 3,950
-
$
-
$
172,207
$
-
$
   (847,920)
$
 (633,259)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Shares issued for acquisition
26,000,000
26,000
-
-
-
 
-
 
-
 
-
 
-
 
26,000

Preferred Shares Series A issued for acquisition
-
-
-
-
5,000
 
25,000
 
-
 
-
 
-
 
25,000

Preferred Shares adjustment
-
-
-
1,050
-
 
-
 
(1,050)
 
-
 
-
 
-

Conversion of Notes Payable into Common Shares
28,540,567
28,540
-
-
-
 
-
 
1,126,378
 
-
 
-
 
1,154,918

Conversion of Accounts Payable into Common Shares
150,000
150
-
-
-
 
-
 
89,100
 
-
 
-
 
89,250

Conversion of Notes Payable into Preferred Shares
-
-
2,000,000
2,000
-
 
-
 
(2,000)
 
-
 
-
 
-

Conversion of Common Shares into Preferred Shares 
(3,000,000)
(3,000)
3,000,000
3,000
-
 
-
 
-
 
-
 
-
 
-

Conversion of Preferred Shares Series A into Common Shares
26,973,528
26,974
 
 
(1,950)
 
(9,750)
 
(17,224)
 
-
 
-
 
-

Net loss for the year
-
-
-
-
-
 
-
 
-
 
-
 
(2,128,475)
 
(2,128,475)

Balance, March 31, 2024
117,167,906
$ 117,168
10,000,000
$ 10,000
3,050
$
15,250
$
1,367,411
$
-
$
(2,976,395)
$
(1,466,566)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
The accompanying notes are an integral part of these
financial statements.
 

 
 
28
 
 
 

 
 

AVANT TECHNOLOGIES INC.
(f/k/a TREND INNOVATIONS HOLDING INC.)
Consolidated Statement of Cash Flows
 


 
 

Year ended
March 31, 2024
 
 

Year ended
March 31, 2023

OPERATING ACTIVITIES
 
 
 
 
 

Net Income
$
(2,128,475)
 
$
(348,933)

    Foreign currency translation adjustment
 
-
 
 
(2,967)

Adjustments to reconcile Net Income
 
 
 
 
 

to net cash used in operations:
 
 
 
 
 

Amortization and Depreciation
 
76,953
 
 
23,417

Accounts Payable
 
844,903
 
 
42,315

Accounts Receivables
 
-
 
 
3,765

Accrued Liabilities
 
-
 
 
(2,816)

Accrued Payroll
 
-
 
 
1,600

Loan Receivable
 
-
 
 
167,558

Retainers from Customers
 
-
 
 
(64,553)

Prepaid Expenses
 
(115,685)
 
 
126,162

Prepaid Rent
 
(14)
 
 
(5)

Net cash used in Operating Activities
 
(1,322,318)
 
 
(54,457)

 
 
 
 
 
 

INVESTING ACTIVITIES
 
 
 
 
 

Chatbot Development
$
-
 
$
(4,060)

Intangible Assets Acquisition	
 
(149,000)
 
 
-

Mobile App Update
 
-
 
 
(29,450)

Net cash provided by Investing Activities
 
(149,000)
 
 
(33,510)

 
 
 
 
 
 

FINANCING ACTIVITIES
 
 
 
 
 

Additional paid in capital
$
1,195,204
 
$
112,014

Capital Stock
 
78,664
 
 
12,188

Convertible Notes Payable
 
(93,600)
 
 
125,100

Loan from Related Parties
 
162,559
 
 
89,280

Loan Payable
 
-
 
 
(176,432)

Preferred Stock	
 
6,050 
 
 
-

Series A Preferred Stock	
 
15,250
 
 
-

Net cash provided by Financing Activities
 
1,364,127
 
 
162,150

 
 
 
 
 
 

Net cash increase (decrease) for period
$
(107,191)
 
$
74,183

Cash at beginning of period
$
107,472
 
$
33,289

Cash at end of period
$
281
 
$
107,472

 
 
 
 
 
 


Supplemental disclosure of non-cash
    investing and financing activities:
Right-of-use assets obtained in exchange
    for lease obligations
$
-
 
$
-

 
 
 
 
The accompanying notes are an integral part of these
financial statements.
 
  
 
29

 
 

 
 

 
AVANT TECHNOLOGIES INC.
(f/k/a TREND INNOVATIONS HOLDING INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2024
 
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
 
Avant Technologies Inc. (formerly
Trend Innovations Holding Inc.) is a technology company specializing in acquiring, creating, and developing innovative and advanced technologies
utilizing artificial intelligence (AI) as well as providing a host of information technology consulting services. The Company considers
itself a native expert in the field of information technology based on artificial intelligence. Recently, the Company acquired Avant!
AI and InstantFAME as well as the assets of Wired4Health, Inc., pertaining to certain technology
assets providing full-stack software development, database management, data integration, project management and cloud services resources.
Utilize its latest assets acquisitions, Avant mission is to provide innovative and eﬀective AI solutions that transform
businesses and positively impact society. Avant strive to push the boundaries of AI technology and empower organizations to achieve their
full potential. We believe that our technology can provide a self-sustained system that prepares its data from unlabeled information
(Unsupervised Clustering), and then analyzes it using various, proprietary, supervised learning techniques, Improved data efficiency:
Unsupervised learning pre-processes and extracts meaningful features from raw or unlabeled data, preparing them as inputs for the supervised
learning model. This improves data efficiency and preparations. Our technology deployed over the acquired assets (in sum or as a
whole) potentially provides True Learning from Experience - Unsupervised learning is utilized to learn relevant information from many
source domains. This knowledge is then evaluated and applied to a related or different domain(s), where information might be in short
supply. This feature is a true learning capability. Avant! can leverage the knowledge learned from the source domain to improve performance
in the other domains, as well as Factual discovery/conclusion by learning data - Avant! Unsupervised learning techniques, like clustering,
help identify groups or patterns in the data, reaching conclusions. Then its supervised learning mechanism can create new
datasets (information), which are used for further domains, improving classification and regression tasks. This feature is a true
reasoning mechanism.
 
Until the above acquisitions,
the Company's "Thy News" application was one of the Company's key projects. Thy News is a worldwide application used for processing
news from multiple sources. Thy News was created for users who value their time but want to keep up with the latest in world news. The
app offers the user the opportunity to create their own news feeds solely from those sources that are of interest to them, as well as
creating additional news feeds segmented by topic.
 
On May 23, 2023, the Company filed an application
with the Financial Industry Regulation Authority (FINRA) in order to change the name and trading symbol of the Company. On July 18, 2023,
FINRA announced the Company’s Name Change and Symbol Change, which became effective on July 19, 2023 on the OTC Markets. The Name
Change and Symbol Change do not affect the rights of the Company’s security holders. The Company’s securities will continue
to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will
continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for
exchange or transfer to the Company’s transfer agent. 
 
Our virtual principal office address is located at
c/o Eastbiz.com, Inc 5348 Vegas Drive, Las Vegas, NV 89108
 
Sale and Purchase of Ownership Interest Agreement
 
On June 28, 2019 Avant Technologies Inc. (formerly
Trend Innovations Holding Inc.) a Nevada corporation (“Buyer”, “Company”), entered into a Sale and Purchase of
Ownership Interest Agreement with ThyNews Tech LLC, a Wyoming corporation, (“Thynews Tech” or the “Seller”), wherein
Avant Technologies Inc. (formerly Trend Innovations Holding Inc.) purchased 100% of the ownership of Thynews Tech. Upon completion of
the Agreement, Avant Technologies Inc. (formerly Trend Innovations Holding Inc.) agreed to deliver to Thynews Tech’s owners a cumulative
total of one hundred thousand (100,000) restricted shares of Avant Technologies Inc. (formerly Trend Innovations Holding Inc.) treasury
valued at One Dollar ($1.00) per share. The shares were to be delivered to Thynews Tech within 60 days following the execution of the
agreement. Additionally, Avant Technologies Inc. (formerly Trend Innovations Holding Inc.) provided to Thynews Tech’s owners, as
consideration, a Promissory Note in the amount of One Hundred Thousand United States Dollars ($100,000 US). Avant Technologies Inc. (formerly
Trend Innovations Holding Inc.) acquired 100% of the ownership of duly and validly issued, fully paid and non-assessable ownership interest
of ThyNews Tech LLC, including ThyNews Application. Prior to the transaction, Avant Technologies Inc. (formerly Trend Innovations Holding
Inc.) had 5,014,080 shares of common stock issued and outstanding. Upon the transaction, the additional 100,000 of Avant Technologies
Inc. (formerly Trend Innovations Holding Inc.) common stock were issued and outstanding. Upon the issuance of shares to Thynews, there
were 5,014,080 shares of common stock issued and outstanding.
 
 
30

 
 

 
On March 30, 2020 Avant Technologies Inc. (formerly
Trend Innovations Holding Inc.), being represented by its President and Director, Natalija Tunevic, entered into Sale and Purchase of
Ownership Interest Of 100% of Itnia Co. LLC, a Wyoming limited liability company which owns 100% of MB Lemalike Innovations, a Lithuanian
IT consulting company with Mikhail Bukshpan. Upon completion of the Agreement, Avant Technologies Inc. (formerly Trend Innovations Holding
Inc.) agreed to deliver to Itnia Co. LLC’s owners a cumulative total of one hundred fifty thousand (150,000) restricted shares of
Avant Technologies Inc. (formerly Trend Innovations Holding Inc.) treasury valued at One Dollar ($1.00) per share. The shares were to
be delivered to Mr. Bukshpan within the mutually agreed upon time frame following the execution of the agreement. Additionally, Avant
Technologies Inc. (formerly Trend Innovations Holding Inc.) were to provide to Mr. Bukshpan, as consideration, a Promissory Note in the
amount of One Hundred and Fifty Thousand United States Dollars ($150,000 US).
 
MB Lemalike Innovations
 
MB ‘Lemalike Innovations’, formerly known
as MB ‘Repia’, was incorporated in Lithuania on October 9, 2017. The company was originally engaged in providing business
and other consulting services for the companies intending to seek for new markets outside Lithuania. Recently the company has also been
developing in the IT direction. In providing consultations, Lemalike Innovations helps enterprises in the Baltic countries looking for
export opportunities. Lemalike Innovations is currently working to enter the area of implementing and consulting on the matter of Artificial
Intelligence technologies.
 
On January 31, 2020, Mr. Mikhail Bukshpan became the
director of the entity. On March 10, 2020, he merged Lemalike Innovations into his limited liability company, Itnia Co. LLC. Upon that,
on March 30, 2020, Itnia Co. LLC merged into Avant Technologies Inc. (formerly Trend Innovations Holding Inc.) and became a part of the
holding.
 
On January 9, 2023, the Company transferred to Mikhail
Bukshpan all rights, title and interest of one hundred percent (100%) of our wholly owned subsidiary, Itnia Co. LLC, which owns 100% of
MB Lemalike Innovations, a Lithuanian IT company, in exchange for return for cancellation of his 5,000,000 common shares of the Company.
 
The company’s registered office is located
at Sv. Stepono g. 27D-2, LT-01315 Vilnius, Lithuania, and its virtual US office is
located at c/o Eastbiz.com, Inc 5348 Vegas
Drive, Las Vegas, NV 89108.
 
Acquiring Avant! AI Assets
 
On April 3, 2023,
the Company, entered into an Asset Purchase Agreement (“APA”) along with GBT Tokenize Corp. (“Seller”), which
Seller developed and owns a proprietary system and method named Avant-Ai, which is a text-generation, deep learning self-training model
that is working based on an innovative, unique concept which learns on its own and constantly enhances its information database with the
advantage of unsupervised learning capabilities (the “System”).
 
At closing, in consideration
of acquiring the System, the Company shall issue to the Seller 26,000,000 common shares of the Company (the “Shares”). The
Shares will be restricted per Rule 144 as promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and Seller
agreed to a lock-up period of nine (9) months following closing (the “Lock Up Term”). In the event the Company is unable to
up-list to Nasdaq either through a business combination or otherwise prior to the expiration of the Lock Up Term, the Seller may request
within three (3) business days of the expiration of the Lock-Up Term, that all transactions contemplated by the APA be unwound.
 
In addition, the
Company and Seller entered into a license agreement regarding the System, granting the Seller a perpetual, irrevocable, non-exclusive,
non-transferable license for using the System.
 
Acquiring Instant Fame
Assets
 
On April 3, 2023,
the Company, entered into an Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”)
pursuant to which the Company agreed to acquire a technology portfolio including certain source codes and pending patent applications
which have applications in a variety of areas including creating systems and methods of facilitating digital rating and secured sales
of digital works as well as core virtual reality platforms known as digital auction systems, rating and secure sales via open bid auctions
(“Instant Fame Assets”). 
 
 
31

 
 

 
At closing, in consideration
of the Instant Fame Assets, the Company shall issue to TD 5,000 convertible preferred shares of the Company with a stated valued at $5,000
per share each (the “Preferred Shares Series A”). The Preferred Shares Series A may be converted at the option of TD into
the Company shares of common stock at a conversion price equal to a 5% discount to the weighted average closing price during the five
(5) days prior of such conversion, and will include a 4.99% beneficial ownership limitation. The Preferred Shares Series A will have voting
rights on an as converted and will be entitled to a payment equal to the stated value of the Preferred Shares Series A in the event of
the Company liquidation only. In the event the Company is unable to up-list to Nasdaq either through a business combination or otherwise prior
to the expiration of the Lock Up Term, TD may request within three (3) business days of the expiration of the Lock-Up Term, that all transactions
contemplated by the Treasure APA be unwound.
 
In addition, the Company
and Elentina Group, LLC (“Elentina”) entered into a Service Agreements in which Elentina, was engaged to provide certain
capital markets services for a flat quarterly fee of $75,000 paid in shares of common stock (the “Elentina Common Stock”).
The Elentina Common Stock to be issued within five days of the first day of quarter during the term (ie January 1, April 1, July 1 and
October 1). The Elentina Common Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued
will be determined by dividing the quarterly fee of $75,000 by the Company’s ten (10) day VWAP, which shall at no point be less
than $0.10 per share.
 
In
connection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 5,000 shares
of its Preferred Stock of Series A.
 
 
Note 2 – GOING CONCERN
 
The accompanying financial statements have been prepared
in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation
of the Company as a going concern. However, the Company had recurring losses as of March 31, 2024. The Company has not completed its efforts
to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial
doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for
the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be
able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company
will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
 
 
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
 
Basis of presentation
The accompanying financial statements have been
prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year end
is March 31.
 
Use of Estimates
The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified
for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
 
Application Development Costs
The Company follows the provisions of ASC 985, Software,
which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased
or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established.
The Company capitalizes all eligible software costs incurred once technological feasibility is established. The Company amortizes these
costs using the straight-line method over a period from one to five years, which is the remaining estimated economic life of the costs.
At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.
 
 
32


 
 

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization
when appropriate using straight-line method over the estimated useful life of the assets. We estimate that the useful life of equipment
is 5 years and intangible assets is from 1 to 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions,
major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the
related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.
 
Cash
and Cash Equivalents
The
Company considers
all highly liquid
investments
with original
maturities of
three months
or less to be cash
equivalents.
The Company had $281 of cash as of March 31, 2024.
 
Prepaid Expenses
Prepaid expenses are amounts paid to secure the use
of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually
consumed, they are charged to expense. Prepaid Expenses are recorded at fair market value.
 
The Company had $115,685 in prepaid expenses as of
March 31, 2024 (March 31, 2023 – $0). Prepaid expenses consist of prepaid services.
 
Lease
The Company determines if an arrangement is a lease
at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and
operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities,
and other long-term liabilities in the consolidated balance sheets.
 
ROU assets represent the right to use an underlying
asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease
ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most
of the leases do not provide an implicit rate, The Company generally use the incremental borrowing rate based on the estimated rate of
interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also
includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis
over the lease term.
 
Website Development Costs
The Company amortizes these costs using the straight-line
method over a period of one year, which is the remaining estimated economic life of the costs. At the end of each reporting period, the
Company writes down any excess of the unamortized balance over the net realizable value.
 
Foreign Currency Translation
The Company considers the U.S. dollar to be its functional
currency as it is the currency of the primary economic environment in which the Company operates. All assets, liabilities, revenues and
expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect at the balance sheet date.
All exchange gains and losses are included in operations.
 
For the years ended March 31, 2024 and 2023, foreign
currency transaction gain (loss) was $0 and $(2,967), respectively.
 
Income Taxes
Income taxes are computed using the asset and liability
method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between
the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation
allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
 
Revenue Recognition 
The Company adopted Accounting Standards Codification
(“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature,
amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.
The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that
reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance
obligations are satisfied.
 
 

33
 

 
 



The Company has assessed the impact of the guidance
by performing the following five steps analysis:
 
Step 1: Identify the contract
Step 2: Identify the performance obligations
Step 3: Determine the transaction price
Step 4: Allocate the transaction price
Step 5: Recognize revenue
 
Revenue is measured at the fair value of the consideration
received or receivable, net of discounts and taxes applicable to the revenue.
 
Revenue from supplies of consulting services is recognized
when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of
ownership transfer to and accepted by the customer when the services are collected by the customer at the Company’s office. Revenue
is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and
historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history,
management estimates that there was no sales return for the period reported.
 
The Company derives its revenue from direct sales
to individuals and business companies. Generally, the Company recognizes revenue when services are sold and accepted by the customers
and there are no continuing obligations to the customer.
 
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance
with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common
shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect
to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive. For the period from November 6, 2017 (inception) through March 31, 2024, there were no potentially dilutive
debt or equity instruments issued or outstanding.
 
Comprehensive Income (Loss)
Comprehensive income is defined as all changes in
stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes
net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on
investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the year ended March 31, 2024,
there was no difference between our net loss and comprehensive loss. For the year ended March 31, 2023, our net loss was $348,933 and
comprehensive loss was $351,900.
 
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not
yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
 

 
Note 4 – FIXED ASSETS
 
As of March 31, 2024, our fixed assets comprised of $1,500 in equipment.
Depreciation expense of equipment was $1,500 as of March 31, 2024.
 
 
Note 5 – INTANGIBLE ASSETS
 
As of March 31, 2024, the total amount of website
development was $8,361. Amortization expense of website development was $8,361 as of March 31, 2024.
 
As of March 31, 2024, the unamortized balance of the
costs related to the purchase or internal development and production of software to be sold, leased, or otherwise marketed was $97,400,
which is deemed to be equal to the net realizable value, and is included within Application Development Costs in the balance sheet. Amortization
expense of application development was $97,400 as of March 31, 2024.
 
 
34

 
 

 
In December 2019 and March 2020, the Company purchased
an RSS Database. As of March 31, 2024, the total amount of RSS Database was $149,000. Amortization expense of RSS Database was $100,750
as of March 31, 2024.
 
In April 2023, the Company acquired Avant! AI™
and Instant FAME™ technologies. As of March 31, 2024, the total amount of the acquired assets was $124,000 and $25,000, respectively.
Depreciation expense of Avant! AI™ was $11,367 as of March 31, 2024. Amortization expense of Instant FAME™ was $2,292 as of
March 31, 2024.
 
The Company had the following intangible assets as
of March 31, 2024 and 2023:
 


 
As of March 31, 2024
As of March 31, 2023

 
 
 
 
 

Avant! AI™
$
124,000
$
-

Chatbot Developments
 
4,060
 
4,060

Instant FAME™
 
25,000
 
-

Mobile Application Development Costs
 
	126,850
 
	126,850

RSS Database
 
149,000
 
149,000

Website Development
 
8,361
 
8,361

Amortization expense
 
(231,339)
 
(154,511)

 
 
 
 
 

Total Intangible Assets, Net
$
205,932
$
133,760

 

 
Note 6 – RELATED PARTY TRANSACTIONS
 
As of March 31, 2024, our secretary, Natalija Tunevic,
has loaned to the Company $114,328. This loan is unsecured, non-interest bearing and due on demand.
 
As of March 31, 2024, our director, Vitalis Racius,
has loaned to the Company $56,634, of which $112,634 was advanced to the Company and $56,100 was repaid during the year ended March 31,
2024. This loan is unsecured, non-interest bearing and due on demand.
 
As of March 31, 2024, our shareholder, Marieta Seiranova,
has loaned to the Company $68,078, of which $168,078 was advanced to the Company and $100,000 was repaid during the year ended March 31,
2024. This loan is unsecured, non-interest bearing and due on demand.
 
As of March 31, 2024, our shareholder, Mehrabian Investments
LLC, has loaned to the Company $30,000. This loan is unsecured, non-interest bearing and due on demand.
 
As of March 31, 2024, our shareholder, IGOR 1 CORP,
has loaned to the Company $13,147. This loan is unsecured, non-interest bearing and due on demand.
 
The Company’s subsidiary Thynews Tech LLC received
$124,590 as advances from related parties as of March 31, 2024. The advances are interest-free and due on demand.
 
As of March 31, 2024, the Company has an outstanding
debt to our former Treasurer, COO and Director, Mikhail Bukshpan. The amount of such debt is $99,000.
 
 
Note 7 – THIRD PARTY TRANSACTIONS
 
Since January 2021, Natalija Tunevic, assigned her
accrued loans that she provided the Company with to third parties for the total amount of $229,500 been assigned. A conversion clause
into common was added to the Notes. Other than one note for $60,000 that can be converted into common at conversion price shall be at
market share price on the day of conversion subject to a 40% discount, all remaining assigned notes can be converted into common Stock
at a fixed conversion price of $0.01 per share.
 
 

35


 
 

On March 27, 2023, the Company entered into a Securities
Purchase Agreement with 1800 Diagonal Lending LLC (“DL”) pursuant to which the Company issued to DL a Convertible Promissory
Note (the “DL Convertible Note”) in the aggregate principal amount of $125,100 for a purchase price of $104,250. The DL Convertible
Note has a maturity date of June 27, 2024 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible
Note at the rate of eight percent (8.0%) per annum from the date on which the DL Convertible Note is issued until the same becomes due
and payable, whether at maturity or upon acceleration or by prepayment or otherwise.
 
The Company shall have the right to prepay the DL
Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the DL Convertible Note. The outstanding principal
amount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date the
DL Convertible Note is issued. Following the 180th day, DL may convert the DL Convertible Note into shares of the
Company’s common stock at a conversion price equal to 85% of the lowest
trading price during the 20-day period preceding the date of conversion. In addition, upon the occurrence and during the continuation
of an event of default (as defined in the DL Convertible Note), the DL Convertible Note shall become immediately due and payable and the
Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Convertible Note.
In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially
owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. On September 26, 2023
the Company paid off the DL Convertible Note, in cash for $136,393.
 
On April 3, 2023, the Company, entered into an
Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”) pursuant to which the Company agreed
to acquire a technology portfolio including certain source codes and pending patent applications which have applications in a variety
of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well as core virtual
reality platforms known as digital auction systems, rating and secure sales via open bid auctions (“Instant Fame Assets”). 
 
At closing, in consideration of the Instant Fame Assets,
the Company shall issue to TD 5,000 convertible preferred shares of the Company with a stated valued at $5,000 per share each (the “Preferred
Shares Series A”). The Preferred Shares Series A may be converted at the option of TD into the Company shares of common stock at
a conversion price equal to a 5% discount to the weighted average closing price during the five (5) days prior of such conversion, and
will include a 4.99% beneficial ownership limitation. The Preferred Shares Series A will have voting rights on an as converted and will
be entitled to a payment equal to the stated value of the Preferred Shares Series A in the event of the Company liquidation only. In the
event the Company is unable to up-list to Nasdaq either through a business combination or otherwise prior to the expiration
of the Lock Up Term, TD may request within three (3) business days of the expiration of the Lock-Up Term, that all transactions contemplated
by the Treasure APA be unwound.
 
In addition, the Company and Elentina Group,
LLC (“Elentina”) entered into a Service Agreements in which Elentina, was engaged to provide certain capital markets services
for a flat quarterly fee of $75,000 paid in shares of common stock (the “Elentina Common Stock”). The Elentina Common Stock
to be issued within five days of the first day of quarter during the term (ie January 1, April 1, July 1 and October 1). The Elentina
Common Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued will be determined by dividing
the quarterly fee of $75,000 by the Company’s ten (10) day VWAP, which shall at no point be less than $0.10 per share.
 
The offer, sale and issuance of the above securities
was made to an accredited investor and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act of 1933,
as amended, and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation was
employed in offering the securities. The offer and sales were made to an accredited investor and transfer of the common stock will be
restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.
 
As disclosed above, on April 3, 2023, the Company,
entered into an Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”) pursuant to which the
Company acquired a technology portfolio including certain source codes and pending patent applications which have applications in a variety
of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well as core virtual
reality platforms known as digital auction systems, rating and secure sales via open bid auctions (“Instant Fame Assets”).
 
 
36

 
 

 
At closing, in consideration of the Instant Fame Assets,
the Company shall issue to TD 5,000 convertible preferred shares of the Company with a stated valued at $5,000 per share each (the “Preferred
Shares Series A”). The Preferred Shares Series A may be converted at the option of TD into the Company shares of common stock at
a conversion price equal to a 5% discount to the weighted average closing price during the five (5) days prior of such conversion, and
will include a 4.99% beneficial ownership limitation. The Preferred Shares Series A will have voting rights on an as converted and will
be entitled to a payment equal to the stated value of the Preferred Shares Series A in the event of the Company liquidation only. In the
event the Company is unable to up-list to Nasdaq either through a business combination or otherwise prior to the expiration
of the Lock Up Term, TD may request within three (3) business days of the expiration of the Lock-Up Term, that all transactions contemplated
by the Treasure APA be unwound.
 
In connection with the offering, the Company filed
a Certificate of Designation to its Articles of Incorporation designating 5,000 shares of its Preferred Stock of Series A.
 
On August 17, 2023, the Company accepted the initiative
of Mrs. Tunevic to write off the Company`s salary debt in the amount of $114,600.00 with the possibility of converting this amount into
restricted common shares at a value of $0.012 per share which is equivalent to 9,550,000 common shares. The Company approved the issuance
and transfer of shares to third parties.
 
On October 2, 2023, the Company entered into a Securities
Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory Note (the “October 2023 DL Convertible
Note”) in the aggregate principal amount of $126,000 for a purchase price of $105,000. The October 2023 DL Convertible Note has
a maturity date of March 2, 2025 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible Note
at the rate of eight percent (8.0%) per annum from the date on which the October 2023 DL Convertible Note is issued until the same becomes
due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the
October 2023 DL Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the October 2023 DL Convertible
Note. The outstanding principal amount of the DL Convertible Note may not be converted prior to the period beginning on the date that
is 180 days following the date the DL Convertible Note is issued. Following the 180th day, DL may convert the DL Convertible Note into
shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price during the 20-day
period preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default (as defined
in the DL Convertible Note), the DL Convertible Note shall become immediately due and payable and the Company shall pay to DL, in full
satisfaction of its obligations hereunder, additional amounts as set forth in the DL Convertible Note. In no event shall DL be allowed
to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates
would exceed 4.99% of the outstanding shares of the common stock of the Company. On April 2, 2024 the Company paid off the October 2023
DL Convertible Note, in cash for $137,549.
 
On November 27, 2023, the Company approved the initiative
from Treasure Drive Ltd. to convert and transfer part of Series A Preferred Stock shares in the amount of 1,950 Series A Preferred Stock
shares into 26,973,528 shares of Common Stock of the Corporation to third parties in compliance with the Asset Purchase Agreement dated
April 3, 2023, along with the Annex A “Notice of Conversion”.
 
 
Note 8 – STOCKHOLDERS’ EQUITY
 
On March 6, 2023, the Company filed a Certificate
of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of
authorized shares of the Company’s common stock from 255,000,000 to 520,000,000 shares (the “Charter Amendment”) of
which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be blank check preferred stock, $0.001 par value
per share. The term "blank check" refers to preferred stock, the creation and issuance of which is authorized in advance by
the stockholders and the terms, rights and features of which are determined by the Board upon issuance. The authorization of such blank
check preferred stock would permit the Board to authorize and issue preferred stock from time to time in one or more series.
 
Preferred Stock
 
The Company has 20,000,000, $0.001 par value shares
of preferred stock authorized as of March 31, 2024.
 
On November 21, 2023, the Company issued 3,000,000
shares of preferred stock in exchange for 3,000,000 shares of common stock.
 
On December 1, 2023, the Company issued 2,000,000
shares of preferred stock as bonuses to officers of the Company.
 
  
37
 

 
 

 
There were 10,000,000 shares of preferred stock issued
and outstanding as of March 31, 2024.
 
Preferred Stock Series A
 
The Company has 5,000, $0.001 par value shares of
preferred stock series A authorized as of March 31, 2024.
 
In April 2023, the Company issued 5,000 shares of
preferred stock series A for InstantFAME™ acquisition.
 
On November 27, 2023, the Company converted 1,950
series A preferred stock shares into 26,973,528 shares of Common Stock.
 
There were 3,050 shares of preferred stock series
A issued and outstanding as of March 31, 2024.
 
Common Stock
 
The Company has 500,000,000, $0.001 par value shares
of common stock as of March 31, 2024.
 
On April 25, 2023, the Company issued 26,000,000 common shares for Avant!
AI™ acquisition.
 
On June 1, 2023, the Company issued 5,250,000 common
shares in exchange for convertible notes in the amount of $94,500.
 
On July 27, 2023, the Company issued 213,243 common
shares for cancelation of $287,500 payroll debt.
 
On August 17, 2023, the Company issued 9,550,000 common
shares for cancelation of $114,600 payroll debt.
 
On October 20, 2023, the Company issued 3,000,000
common shares for cancelation of $54,000 related party loan.
 
On November 20, 2023, the Company issued 3,000,000
shares of preferred stock, featuring a 1:5 voting right, in exchange for 3,000,000 shares of common stock.
 
On November 27, 2023, the Company converted 1,950
series A preferred stock shares into 26,973,528 shares of Common Stock.
 
As of May 31, 2024, the Company issued 8,477,324 common
shares for cancelation of $604,318 payroll debt and 2,050,000 common shares as bonuses to officers of the Company.
 
On March 22, 2024, the Company issued 150,000 common
shares for consulting services that were cancelled on May 29, 2024.
 
There were 117,167,906 shares of common stock issued
and outstanding as of March 31, 2024.
 
Warrants
 
No warrants were issued or outstanding as of March
31, 2024.
 
Stock Options
 
The Company has never adopted a stock option plan
and has never issued any stock options.
 
 
Note 9 – COMMITMENTS AND CONTINGENCIES
 
The Company rents an office at 44A Gedimino avenue,
Vilnius, 01110, Lithuania, and operate in the USA via a virtual office located at 5348 Vegas Drive Las Vegas, NV 89108
 
On April 3, 2023, the Company, entered into an
Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”) pursuant to which the Company agreed
to acquire a technology portfolio including certain source codes and pending patent applications which have applications in a variety
of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well as core virtual
reality platforms known as digital auction systems, rating and secure sales via open bid auctions (“Instant Fame Assets”). 
 
 
38

 
 

 
At closing, in consideration of the Instant Fame Assets,
the Company shall issue to TD 5,000 convertible preferred shares of the Company with a stated valued at $5,000 per share each (the “Preferred
Shares Series A”). The Preferred Shares Series A may be converted at the option of TD into the Company shares of common stock at
a conversion price equal to a 5% discount to the weighted average closing price during the five (5) days prior of such conversion, and
will include a 4.99% beneficial ownership limitation. The Preferred Shares Series A will have voting rights on an as converted and will
be entitled to a payment equal to the stated value of the Preferred Shares Series A in the event of the Company liquidation only. In the
event the Company is unable to up-list to Nasdaq either through a business combination or otherwise prior to the expiration
of the Lock Up Term, TD may request within three (3) business days of the expiration of the Lock-Up Term, that all transactions contemplated
by the Treasure APA be unwound.
 
In addition, the Company and Elentina Group,
LLC (“Elentina”) entered into a Service Agreements in which Elentina, was engaged to provide certain capital markets services
for a flat quarterly fee of $75,000 paid in shares of common stock (the “Elentina Common Stock”). The Elentina Common Stock
to be issued within five days of the first day of quarter during the term (ie January 1, April 1, July 1 and October 1). The Elentina
Common Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued will be determined by dividing
the quarterly fee of $75,000 by the Company’s ten (10) day VWAP, which shall at no point be less than $0.10 per share.
 
The offer, sale and issuance of the above securities
was made to an accredited investor and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act of 1933,
as amended, and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation was
employed in offering the securities. The offer and sales were made to an accredited investor and transfer of the common stock will be
restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.
 
As disclosed above, on April 3, 2023, the Company,
entered into an Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”) pursuant to which the
Company acquired a technology portfolio including certain source codes and pending patent applications which have applications in a variety
of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well as core virtual
reality platforms known as digital auction systems, rating and secure sales via open bid auctions (“Instant Fame Assets”).
 
At closing, in consideration of the Instant Fame Assets,
the Company shall issue to TD 5,000 convertible preferred shares of the Company with a stated valued at $5,000 per share each (the “Preferred
Shares Series A”). The Preferred Shares Series A may be converted at the option of TD into the Company shares of common stock at
a conversion price equal to a 5% discount to the weighted average closing price during the five (5) days prior of such conversion, and
will include a 4.99% beneficial ownership limitation. The Preferred Shares Series A will have voting rights on an as converted and will
be entitled to a payment equal to the stated value of the Preferred Shares Series A in the event of the Company liquidation only. In the
event the Company is unable to up-list to Nasdaq either through a business combination or otherwise prior to the expiration
of the Lock Up Term, TD may request within three (3) business days of the expiration of the Lock-Up Term, that all transactions contemplated
by the Treasure APA be unwound.
 
In connection with the offering, the Company filed
a Certificate of Designation to its Articles of Incorporation designating 5,000 shares of its Preferred Stock of Series A.
 
On April 18, 2023, Vladimir Hanin resigned from the
positions of the Chief Financial Officer and Secretary. 
 
On April 20, 2023, the Company and Kenneth
L. Waggoner entered into an Executive Compensation Agreement pursuant to which Mr. Waggoner was retained as Chief Executive Officer. In
consideration for serving as CEO, Mr. Waggoner will receive an annual base salary of $720,000 payable in shares of common stock of the
Company (the “CEO Shares”), which shall be increased to $1,440,000 upon the Company up-listing to a national exchange. The
CEO Shares will be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters. The number of CEO Shares
will be issued on a quarterly basis and shall be determined by dividing $180,000 (which is the quarterly pay for three months) by the
Company’s 20-day VWAP. On April 26, 2023, the parties enter into Amendment No. 1 to Executive
Compensation Agreement adding to the consideration of Mr. Waggoner for serving as CEO, that If Mr. Waggoner raises sufficient equity financing
or other working capital, Mr. Waggoner shall be entitled to an additional bonus to be determine by the Company’s Board of Directors
which in any event will not be less than $200,000 payable to the Executive within 30 days of such financing or infusion of capital. 
 
 
39

 
 

 
On April 27, 2023, the Company and Paul Averill
entered into an Employment Agreement pursuant to which Mr. Averill was retained as Chief Operating Officer (“COO”). In consideration
for serving as COO, Mr. Averill will receive an annual base salary of $600,000 payable in shares of common stock of the Company (the “COO
Shares”), which shall be increased to $1,200,000 upon the Company up-listing to a national exchange. The COO Shares will be paid
on a quarterly basis at the beginning of each quarter, prorated for partial quarters. The number of COO Shares to be issued on a quarterly
basis shall be determined by dividing $150,000 (which is the quarterly pay for three months) by the Company’s 20-day VWAP. Mr. Averill
shall be paid a one-time $150,000 cash payment no later than thirty (30) days after the Company raises sufficient equity financing or
other working capital. Mr. Averill is an accomplished technology and operational entrepreneur who excels at developing and executing growth
strategies for venture and private equity-backed companies. He has extensive experience in building and managing high performance teams
that tackle market challenges in creative and innovative ways. From August 2022 to present, Mr. Averill served as the acting CEO of Wired4Tech,
Inc., an information technology services and software development company providing a range
of technology services including application development, public/private cloud development, outsourcing, performance testing and tuning. Parallel
to Wired4Tech, Inc Mr. Averill is acting President and COO of SOS Technologies, LLC, a crisis notification and response-time mitigation,
threat surveillance and workplace safety platform. From 2011 to 2022, Mr. Averill was the founder of Wired4Health Inc., a full-service
healthcare technology services company focused on data integration, any-to-any data transformation, technology risk assessment, due diligence,
data-driven customer product implementations and software development. Wired4Health has implemented data-driven applications for over
3,000+ healthcare organizations and maintains in excess of 25,000 data feeds supporting 123 million unique patients.
 
On May 8, 2023, the Company and Percy Kwong
(“PK”) entered into a Technology Advisor Compensation Agreement pursuant to which PK agreed to provide certain technical consulting
services similar in nature to the services a Chief Technology Officer at a Nasdaq listed technology company of the same size as the Company
would provide. In consideration for providing the services, PK will receive a quarterly base compensation of $150,000 payable in shares
of common stock of the Company (the “PK Shares”). The PK Shares will be paid on a quarterly basis at the beginning of each
quarter, prorated for partial quarters. The number of PK Shares to be issued on a quarterly basis shall be determined by dividing $150,000
(which is the quarterly pay for three months) by 85% of the Company’s VWAP prior to issuance, which shall at no point be less than
$0.10 per share. once the Company’s Stock is listed on Nasdaq or any other National Stock Exchange, retroactive to April 15, 2023,
the Company shall pay the Advisor a quarterly fee of $250,000 during the Term and any Additional Term.
 
On May 23, 2023, the Company, filed a Certificate
of Amendment to its Articles of Incorporation changing the Company’s name to Avant Technologies Inc. (the “Name Change”).
On May 23, 2023, in connection with the foregoing, the Company filed an Issuer Company-Related Action Notification Form with the Financial
Industry Regulatory Authority (“FINRA”), requesting confirmation of the Name Change and also to request the change of the
Company’s ticker symbol from “TREN” to “AVAI” (the “Symbol Change”). On July 18, 2023, FINRA
announced the Company’s Name Change and Symbol Change, which became effective on July 19, 2023 on the OTC Markets. The Name Change
and Symbol Change do not affect the rights of the Company’s security holders. The Company’s securities will continue to be
quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue
to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange
or transfer to the Company’s transfer agent.
 
On June 1, 2023, the Company issued to Mr. Cherniienko
5,250,000 common shares for cancelation of $94,500 debt.
 
On June 20, 2023, Mikhail Bukshpan, assigned his $5,217
debt to Mr. Vitalus Racius. A conversion clause was added to the Note, pursuant to which, the $5,217 debt is convertible at any time,
at the discretion of Mr. Vitalis Racius, into shares of the Company’s Common Stock.
 
On June
27, 2023, Natalija Tunevic, the Company’s Secretary, accepted the resignation of Kenneth Waggoner, which was submitted by Mr. Waggoner
through a third party. Mr. Waggoner's resignation was due to a perceived disagreement over the company's operations as dictated by the
board of directors. Effectively immediately, Mr. Waggoner no longer represents the company or its employees or consultants in any way.
Ms. Racius will fill the vacancy as interim CEO until the board appoints a new one.
 
On July 24, 2023, the Company and Danny Rittman
entered into an Employment Agreement pursuant to which Mr. Rittman was retained as Chief Information Security Officer (“CISO”).
 
 
 
40


 
 



In consideration for serving as CISO, Mr. Rittman
will receive an annual base salary of $300,000 payable in shares of common stock of the Company (the “CISO Shares”), which
shall be increased to $600,000 upon the Company up-listing to a national exchange. The CISO Shares will be paid on a quarterly basis at
the beginning of each quarter, prorated for partial quarters. The number of CISO Shares to be issued on a quarterly basis shall be determined
by dividing $75,000 (which is the quarterly pay for three months) by the Company’s 20-day VWAP. Mr. Rittman shall be paid a one-time
$50,000 cash payment no later than thirty (30) days after the Company raises sufficient equity financing or other working capital.
 
Dr. Rittman is a veteran software architect and integrated
circuit technology expert with over 20 years of experience in the technology sector. From 2014 through the present, Dr. Rittman served
as the Chief Technology Officer and as a director of GBT Technologies, Inc. (OTC: GTCH) (“GBT”), leading its technological
direction and managing teams of mobile software developers. From 2012, through 2014, Dr. Rittman served as a Senior Integrated Circuit
Consultant for Qualcomm / Max Linear, managing teams of integrated circuit designers within the mobile technology arena. From 2005 through
2010, Dr. Rittman served as the Founder and Chief Technology Officer of Micrologic Design Automation, leading the company’s technological
direction, including architecture, design and development of EDA software tools. From 2002 through 2007, Dr. Rittman served as an Integrated
Circuit CAD / Software Senior Consultant for IBM, managing integrated circuit back-end projects and leading back-end CAD and QA software
tool development and implementation. From 1995 through 2002, Dr. Rittman served as the Founder and VP of R&D for Bind-key Technologies,
leading the company’s technological direction, research and development of EDA software tools for integrated circuits and back-end
design. Dr. Rittman received a BS in Electrical Engineering - VLSI Design from the University of Bridgeport, graduating Magna Cum Laude
in 1992; a MS in Computer Science VLSI Design, specializing
in Automation Algorithms, from La Salle University,
graduating Magna Cum Laude in 1996; and a PhD in Computer Science - VLSI Design, specializing in EDA Concepts and Algorithms, from La
Salle University, graduating Summa Cum Laude in 1998. Dr. Rittman completed a master's degree in information and cybersecurity at Berkeley
University. The UC Berkeley MICS (Master of Information and Cybersecurity) program is a graduate-level, accredited program providing comprehensive
information and cybersecurity education. The School of Information (iSchool) offers it in collaboration with the College of Engineering
at the University of California, Berkeley. The MICS program is designed to provide students with the technical and policy aspects of information
and cybersecurity. It covers computer security, cryptography, network security, privacy, risk management, and cybercrime. The program
emphasizes a hands-on, project-based approach to learning and provides students with opportunities to work on real-world cybersecurity
problems. The MICS program provides participants with the cybersecurity skills and knowledge needed to assume leadership positions in
private-sector technology companies and government and military organizations.
 
On July 27, 2023, the Company issued shares of Common
Stock to Kenn Kerr, Paul Averill, and Percy Kwong in compliance with the Consulting as well as Employment and Compensation Agreements,
pursuant to which Mr. Kerr, Mr. Averill and Mr. Kwong earned 69,367, 64,599 and 79,277 shares of Common Stock respectively for the relevant
quarter as of July 1, 2023.
 
On August 17, 2023 the Company and Timothy Lantz (“TL”)
entered into a Chief Product & Market Strategy Advisor Compensation Agreement (Agreement effective date of August 1, 2023) pursuant
to which TL agrees to provide certain product & marketing consulting services similar in nature to the combined services a Chief Product
Officer and Chief Marketing Officer at a Nasdaq listed technology company of the same size as the Company would provide. In consideration
for providing the services, TL will receive a quarterly base compensation of $375,000 payable in shares of common stock of the Company,
provided that at least 40% of the quarterly base compensation shall be paid in cash (the “TL Shares”). The TL Shares will
be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters, commencing April 1, 2025. The number of
TL Shares to be issued on a quarterly basis shall be determined by dividing the portion to be paid in shares (which is the quarterly pay
for three months, less the cash portion) by 85% of the Company’s 10-day VWAP prior to issuance, which shall at no point be less
than $0.10 per share. Once the Company’s Stock is listed on Nasdaq or any other National Stock Exchange, the Company shall pay the
Advisor a quarterly fee of $450,000 during the Term, retroactive to August 1, 2023 and for any Additional Term.
 
On August 17, 2023, the Company accepted the initiative
of Mrs. Tunevic to write off the Company`s salary debt in the amount of $114,600.00 with the possibility of converting this amount into
restricted common shares at a value of $0.012 per share which is equivalent to 9,550,000 common shares. The Company approved the issuance
and transfer of shares to third parties.
 
 
41


 
 

 
On October 2, 2023, the Company entered into a Securities
Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory Note (the “October 2023 DL Convertible
Note”) in the aggregate principal amount of $126,000 for a purchase price of $105,000. The October 2023 DL Convertible Note has
a maturity date of March 2, 2025 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible Note
at the rate of eight percent (8.0%) per annum from the date on which the October 2023 DL Convertible Note is issued until the same becomes
due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the
October 2023 DL Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the DL Convertible Note. The
outstanding principal amount of the October 2023 DL Convertible Note may not be converted prior to the period beginning on the date that
is 180 days following the date the DL Convertible Note is issued. Following the 180th day, DL may convert the October 2023 DL Convertible
Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price during
the 20-day period preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default
(as defined in the October 2023 DL Convertible Note), the October 2023 DL Convertible Note shall become immediately due and payable and
the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the October 2023 DL
Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common
stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. On
April 2, 2024, the Company paid off the October 2023 DL Convertible Note, in cash for $137,549.
 
On October 20, 2023, the Company issued 3,000,000
shares of Common Stock to Vitalis Racius in exchange for related party loan accrued as of June 30, 2023.
 
On November 3, 2023, Avant Technologies Inc. (the
“Company”) and Timothy Lantz entered into an Employment Agreement pursuant to which Mr. Lantz was retained as Director and
Chief Executive Officer (“CEO”).
 
In consideration for serving as CEO, Mr. Lantz will
receive an annual base cash salary of $480,000 plus an annual cash bonus equal to 50% of the annual base salary, to be paid no later than
March 15th of the year immediately following the year in which the bonus was earned. In addition, Mr. Lantz will be eligible to an equity
compensation as following: (i) Incentive Stock Options (ISOs): Effective upon the Start Date, Mr. Lantz shall receive an initial options
grant in the form of an ISO, in a quantity equivalent to 3% of the total outstanding common stock of the Company at that date, subject
to the following key terms: (a) 4-year vesting, with a 1-year cliff (25% to vest immediately on the 1-yr anniversary of the Start Date,
the remaining 75% to ratably vest monthly – 1/36 each month, thereafter.) (b) The strike price shall be $.01 per share. (ii) Restricted
Stock Awards (RSAs): In keeping with Mr. Lantz’s current Advisory Agreement, the Company shall grant Mr. Lantz a quarterly RSA equal
to $375,000 (the “Quarterly RSA”) for each calendar quarter beginning on August 1, 2023 and continuing throughout the term
of employment, payable on a deferred basis. Payment shall be made in shares of common stock of the Company (“Stock”). The
number of shares of Stock to be issued in such case will be determined by dividing that portion of the Quarterly RSA payable in Stock
by 85% of the Company’s ten-day Volume Weighted Average Price (“VWAP”) of the Stock, for the ten-day period immediately
prior to the date of issuance. This represents a 15% discount to the relevant VWAP, which discount shall at no point be less than $0.10
per share of Stock.
 
Notwithstanding the foregoing, if the Stock is listed
on Nasdaq or any other National Stock Exchange while Mr. Lantz is employed by, or performing advisory services for, the Company in any
capacity, the Company shall increase the Quarterly RSA to $450,000 during such employment or performance of advisory services, which increase
shall be applied retroactive to August 1, 2023.
 
Mr. Lantz is an accomplished technology and operational
entrepreneur who excels for over 20 years at all stages of business operations, developing and executing growth strategies, including
start-up, growth, turn-around, and successful exit—to both strategic and financial buyers. Mr. Lantz served as the acting President
& COO of Caresyntax Corporation sine 2019 to present, a Venture-backed, multi-national healthcare technology company focused on transforming
perioperative care through technology. From 2014 to 2019, Mr. Lantz served as the acting COO and CIO of Sentry Data Systems, a Craneware
Company a Healthcare technology company providing software, analytics, consulting services and real-world data/evidence related to pharmaceutical
procurement, utilization and compliance to over 600 US hospitals, 7000 retail pharmacies, and domestic/international life sciences companies.
 
 
42

 
 

 
The above offers and sales of the Shares were made
to Mr. Lantz, an accredited investor, and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act of
1933, as amended (the “1933 Act”), with regards to the sales. No advertising or general solicitation was employed in offerings
the securities. The offer and sale were made to an accredited investors and transfer of the securities was restricted by the Company in
accordance with the requirements of the 1933 Act.
 
Effective November 3, 2023 with the appointment of
Mr. Lantz as Director and Chief Executive Officer, Mr. Racuis vacated his position as CEO and continues serve as a Director, Chief Financial
Officer (“CFO”) and Treasurer of the Company.
 
Effective November 3, 2023 Paul Averill resigned as
Chief Operating Officer of the Company, so that he may fully devote his efforts to his other business Mr. Averill’ resignation was
not the result of any disagreements with management or board of directors of the Company. The Company under the guidance of Mr. Lantz
will negotiate with Mr. Averill a consulting agreement potentially.
On November 20, 2023, the Company
issued 3,000,000 shares of Preferred Stock, featuring a 1:5 voting right, instead of 3,000,000 shares of Common Stock issued to Vitalis
Racius on October 20, 2023.
On November 21, 2023, the Company issued
the shares of Common Stock to Kenn Kerr, Paul Averill, Percy Kwong and Danny Rittman in compliance with the Consulting as well as Employment
and Compensation Agreements, pursuant to which Mr. Kerr, Mr. Averill, Mr. Kwong and Mr. Rittman earned 139,901, 160,211, 199,859 and 60,686
shares of Common Stock respectively for the relevant quarter as of October 2, 2023. The Company granted the issuance of the bonus to Paul
Averill of a sum of 50,000 shares of Common Stock as a reward for exceptional assignment over the three months as of November 2023.
On November 21, 2023, the Company executed
Amendments to Compensation Agreements effective as of December 1, 2023. Pursuant to these amendments, Ivan Lunegov, Vitalis Racius and
Natalija Tunevic will receive annual base compensation amounts of $400,000, $200,000 and $50,000 respectively.
On November 24, 2023, the Company appointment
Mr. Lunegov as Director while retaining his role as the current President of the Corporation, effective from November 24, 2023.
On November 27, 2023, the Company granted approval
for the issuance of (i) 3,750,000 shares of Common Stock to Vitalis Racius, aligning with the Compensation Agreement and covering his
payroll as of September 30, 2023, (ii) 3,750,000 shares of Common Stock to Ivan Lunegov in accordance with the Compensation Agreement
and addressing his payroll as of May 31, 2023, (iii) 416,667 shares of Common Stock to Natalija Tunevic in compliance with the Amendment
to Employment Agreement and corresponding to her payroll as of September 30, 2023.
 
On November 27, 2023, the Company approved the initiative
from Treasure Drive Ltd. to convert and transfer part of Series A Preferred Stock shares in the amount of 1,950 Series A Preferred Stock
shares into 26,973,528 shares of Common Stock of the Corporation to third parties in compliance with the Asset Purchase Agreement dated
April 3, 2023, along with the Annex A “Notice of Conversion”.
On December 1, 2023, the Company
authorized the allocation of (i) 1,000,000 shares of Preferred Stock, featuring a 1:5 voting right, to Vitalis Racius as bonuses in recognition
of his outstanding performance from June 27, 2023 till November 3, 2023, concurrently assuming dual key executive roles as Chief Executive
Officer and Chief Financial Officer; (ii) 2,000,000 shares of Common Stock to Ivan Lunegov, the current President and Director of the
Corporation, as bonuses of appreciation for his exceptional contributions over the last two years of his employment; (iii) 1,000,000 shares
of Preferred Stock, featuring a 1:5 voting right, to Natalija Tunevic, the Secretary of the Corporation, as bonuses for her years of dedicated
service;
On December 11, 2023 (the "Effective Date"),
the Company and Wired-4-Tech, Inc., controlled by Mr. Paul Averill ("Developer") entered into a Technology Co-Development Agreement
(the "Agreement"). Pursuant to the Agreement, Developer agrees to develop and deliver certain unique and proprietary hardware
and software developed and/or customized specifically (the "Technologies") for Company's exclusive use. Company will provide
Developer with its specific requirements and specifications for the Technologies. Developer will be responsible for all aspects of the
development and delivery of the Technologies, including design, engineering, testing, and deployment. The Company will have the right
to review and approve the Technologies at various stages of development. Upon completion of the development of the Technologies, Developer
will grant Client an exclusive, perpetual license to use, modify, and sublicense the Technologies. Developer will transfer all intellectual
property rights of the Technologies to the Company.
 
 
43

 
 

 
On January 17, 2024, the Avant Technologies Inc. entered
into an Employment Agreement (the "Agreement") with Jared Pelski, and appoint Mr. Pelski to serves a Vice President –
Business Development of the Company. Jared Pelski is not a relative of any director or executive officer of the Company and does not own
more than 5% of the Company's outstanding common stock. Jared Pelski will undertake the responsibilities of Vice President of Business
Development, without concurrent membership on the board.
 
On January 26, 2024, the Avant Technologies Inc. entered
into an Employment Agreement (the "Agreement") with Angela Harris and appointed Mrs. Harris to assume the role of Chief Operating
Officer (the “COO”) for the Company. Angela Harris is not a relative of any director or executive officer of the Company and
does not own more than 5% of the Company's outstanding common stock. Angela Harris will undertake the responsibilities of COO, starting
February 1, 2024 (the “Start Date”) without concurrent membership on the board but as a member of the Senior Management Team.
On February 12, 2024, the Company entered
into a Services Agreement with PCG Advisory, Inc., a New York corporation, to receive certain services in the areas of investor relations,
strategic advisory and digital strategies in exchange for the issuance of 200,000 shares of common stock.
On March 22, 2024, the Company revised and
re-signed the Services Agreement dated February 12, 2024, with PCG Advisory, Inc., a New York corporation, to receive certain services
in the areas of investor relations, strategic advisory and digital strategies, with the compensation revised to 150,000 shares of common
stock. On March 22, 2024, the Company authorized and approved the issuance of 150,000 shares of Common Stock as compensation to PCG Advisory,
Inc., a New York corporation, in exchange for their services. On May 29, 2024, the Company cancelled the issuance to PCG Advisory, Inc.
 
Note 10 – INCOME TAXES
 
The Company adopted
the provisions of uncertain tax positions as addressed in ASC 740 “Income Taxes” (“ASC
740”). As a result of the implementation of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits.
As of March 31, 2024, the Company had net operating loss carry forwards of approximately $2,976,395 that may be available to reduce future
years’ taxable income in varying amounts through 2039. Future tax benefits which may arise
as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur
and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
 
The valuation allowance at March 31, 2024, was approximately
$625,043. The net change in valuation allowance during the year ended March 31, 2024, was $(383,980). In assessing the realizability
of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets
will not be realized. 
 
The ultimate realization of deferred income tax assets
is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making
this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the
realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of March 31, 2024. All
tax years since inception remain open for examination by taxing authorities.
The provision for Federal income tax consists of the
following: 
 
For the years ended March 31, 2024 and 2023, the provision for Federal
income tax consists of the following:
 


 
 
March 31, 2024
 
 
 
March 31, 2023
 

Non-current deferred tax assets:
 
 
 
 
 
 
 

Net operating loss carry forward
$
(2,976,395
)
 
$
(847,920
)

Total deferred tax assets
 
(625,043
)
 
 
(178,063
)

Valuation allowance
$
625,043
 
 
$
178,063
 

Net deferred tax assets
$
-
 
 
$
-
 

 
 
44 
 

 
 

 
The actual tax benefit at the expected rate of 21%
differs from the expected tax benefit for the years ended March 31, 2024 and 2023, as follows:
 


 
 
March 31, 2024
 
 
 
March 31, 2023
 

Computed “expected” tax expense (benefit)
 
(2,976,395
)
 
 
(847,920
)

Change in valuation allowance
$
(466,980
)
 
$
(73,935
)

Actual tax expense (benefit)
 
-
 
 
 
-
 

 
The related deferred tax benefit on the above unutilized
tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization. Management has evaluated
tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.
 
 
Note 11 – SUBSEQUENT EVENTS
 
In accordance with ASC 855, “Subsequent Events”,
the Company has analyzed its operations subsequent to March 31, 2024, through the date these financial statements were issued, and has
determined that the followings represent material subsequent events to disclose in these financial statements:
 
On April 5, 2024, Avant Technologies Inc., entered
into an Asset Purchase Agreement (“APA”) with Wired4Health, Inc. (“Seller” or “W4H”), pertaining to
certain technology assets, providing full-stack software development, database management, data integration, project management and cloud
services resources. The assets being acquired include an agreement and amendments between W4H and Sentry Data Systems/Craneware, an agreement
between W4H and Respec, Inc., agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware
and Respec, Inc. customer accounts, Website and Internet Domain Name, Wired4Health.com and all of its content (the “Website“),
and any other rights associated with the Website, including, without limitation, any intellectual property rights, all related domains,
logos, customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts,
if any, and any other associated rights, etc. (the “Assets”).
 
At closing, in consideration of acquiring the Assets,
the Company paid Seller $2,200,000 through a combination of an amortizing secured promissory note in the principal amount of $1,200,000
(“Secured Note”) of the Company’s Series B Convertible Preferred Stock (the “Preferred Stock”). The Secured
Note is payable by the Company to the Seller in 24 equal monthly installments of principal and interest in the amount of $52,427.22 on
the first day of each month, beginning on the first day of the month following the closing of the transaction and continuing on the first
day of each consecutive month thereafter until the note is fully paid, but in no case less than two billing cycles of W4H activity. The
Secured Note bears interest of five percent (5%) per annum accrued monthly (0.42% per month on the outstanding principal balance).
 
The Preferred Stock Series B has an aggregate stated
value of $1,000,000, where the conversion price is equal to the lesser of $1.00 per share each, on a fully diluted basis, or the volume-weighted
average market price (VWAP) of the Company’s common stock as traded on the OTC Markets for the most recent 30 days prior to deal
closure (the “Conversion Price”). Conversion will include a 4.99% beneficial ownership limitation and a leak out agreement
allowing daily sales to not exceed 25% of the total daily volume.
 
The Secured Note is secured by the Assets pursuant
to the terms of a Security Agreement which, among other things, will authorize the Seller to file a UCC1 Financing Statement in the State
of Nevada. As of the date hereof, the Company is obligated on approximately $1,200,000 face amount of Secured Notes issued to the
Seller. The Secured Note is a debt obligation arising other than in the ordinary course of business which constitute a direct financial
obligation of the Company.
 
The offer, sale and issuance of the above securities
was made to Seller as an accredited investor and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities
Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation
was employed in offering the securities. The offer and sales were made to an accredited investor and transfer of the common stock will
be restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.
 
Effective April 24, 2024, Mr. Lantz vacated his positions
as CEO and Director of the Company. Mr. Lantz vacated without any conflicts with the Company's Board of Directors.
 
 
 
45

 
 

 
 
Effective April 24, 2024, Angela Harris resigned
as Chief Operating Officer (“COO”) of the Company. Ms. Harris`s resignation was not the result of any disagreements with the
Company’s Board of Directors.
 
Effective April 24, 2024, Jared Pelski resigned
as Vice President – Business Development of the Company. Mr. Pelski`s resignation was not the result of any disagreements with the
Company’s Board of Directors.
 
Effective April 24, 2024, the Company’s
Board of Directors terminated the Employment Agreement with Timothy Lantz dated November 3, 2023; Employment Agreement with Jared Pelski
dated January 17, 2024; and the Employment Agreement with Angela Harris dated January 26, 2024. The Employment Agreements with Mr. Lantz,
Mr. Pelski, and Ms. Harris were canceled by mutual consent and none of the parties has a claim against any of the others.
 
On April 24, 2024, Avant Technologies Inc.
and William Hisey entered into an Employment Agreement pursuant to which Mr. Hisey was retained as Interim Chief Executive Officer (“CEO”).
William Hisey is not a relative of any director or executive officer of the Company and does not own more than 5% of the Company's outstanding
common stock. Mr. Hisey will undertake the responsibilities of Interim CEO, starting April 25, 2024, without concurrent membership on
the board but as a member of the Senior Management Team.
 
Mr. Hisey is a veteran business executive,
having held senior positions in business operations and finance, including private equity and corporate finance. His experiences run the
spectrum from initial start-ups to Fortune 100 Companies. Mr. Hisey began his career at Ernst & Young before moving on to multiple
financial roles at Pitney Bowes for the next decade. After several years as VP Business Development at IVAX Pharmaceuticals, he served
as CFO of the boutique venture capital firm Snowmark Capital for several years. Mr. Hisey then transitioned to the entrepreneurial side
of business by founding RxStrategies, a 340b pharmaceutical services startup, focusing on developing the business model, raising capital,
and directing the ramp up of company infrastructure and front of the house activities. Subsequently, he served various roles at Sentry
Data Systems, including CFO and VP-Business Development. Mr. Hisey has spent the last 13 years consulting with new business startups and
providing fractional CFO services, primarily through Wired4Health.
 
From 2011 to present, Mr. Hisey has provided
CFO and private equity services to a variety of companies, while also serving as the CFO for Wied4Health. These activities include financial
structuring, business modeling, strategic planning, capital raises and due diligence/process improvement projects. From January 2005 to
August 2010, Mr. Hisey held various roles with Sentry Data Systems, a healthcare solutions technology company, a PBM focused company.
These roles included CFO and VP – Business Development. During his tenure, the company grew from 15 employees to 100+ employees
with revenues growing dramatically from less than $1mm to $100mm+. He was instrumental in securing company recapitalization with PE firm
and the ultimate sale to Craneware Corporation.
 
In consideration for serving as Interim CEO, Mr. Hisey
will receive a base salary of $4,000 per month. Cash compensation will be reviewed and adjusted annually, as determined by the Compensation
Committee of the Company. In addition to the monthly compensation, Mr. Hisey will be eligible to equity incentive in the form of the following:
(i) Restricted Stock Awards (RSAs): The Company shall grant Mr. Hisey a quarterly RSA equal 70,0000 shares of common stock (the “Quarterly
RSA”) for each calendar quarter beginning on April 1, 2024 and continuing throughout the term of employment. Payment shall be made
in shares of common stock of the Company (“Stock”). To the extent that any portion of the Quarterly RSA is paid in Stock,
shares of Stock shall be fully earned and vested upon issuance. The number of shares of Stock to be issued in such case will be determined
by dividing that portion of the Quarterly RSA payable in Stock by 85% of the Company’s ten-day Volume Weighted Average Price (“VWAP”)
of the Stock, for the ten-day period immediately prior to the date of issuance. This represents a 15% discount to the relevant VWAP, which
discount shall at no point be less than $0.10 per share of Stock; (ii) Bonus: In connection with the issuance of any Quarterly RSA (the
“RSA Quarterly Issuance”), the Company shall pay a bonus to Mr. Hisey in an amount equal to the estimated tax owed by Mr.
Hisey in connection to the RSA Quarterly Issuance (including a grossed-up amount to reflect the tax impact of such bonus). Such bonus
shall be payable within ten days of the issuance; (iii) Upon a Change in Control of the Company, defined as the sale of at least 50% of
the shares of the Company, any non-vested ISOs and/or RSAs shall immediately vest. At Company’s discretion, Mr. Hisey may also receive
special bonus awards for reaching mutually agreed upon fundraising and up-listing milestones.
 
 
 
46

 
 

 
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
 
None.
 
Item 9A. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Our Principal Executive Officer and Principal Financial
Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, our Principal Executive Officer
and Principal Financial Officer concluded that in light of the material weaknesses described below, our disclosure controls and procedures
were not effective as of March 31, 2024. See material weaknesses discussed below in Management’s Annual Report on Internal Control
over Financial Reporting.
 

Management’s Report on Internal Control
over Financial Reporting
 
Management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation
of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness
of the Company’s internal control over financial reporting as of March 31, 2024, using the criteria established in “Internal
Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
 
A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of
the effectiveness of internal control over financial reporting as of March 31, 2024, the Company determined that there were control deficiencies
that constituted material weaknesses, as described below.
 
1.              
We do not have an Audit Committee – While not being legally obligated to have an audit committee,
it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control
over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not
include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2.              
We did not maintain appropriate cash controls – As of March 31, 2024, the Company has not maintained
sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions,
and did not require dual signatures on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated
by the fact that the Company had limited transactions in its bank accounts.
 
3.              
We did not implement appropriate information technology controls – As at March 31, 2024, the
Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup
of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. 
 
Accordingly, the Company concluded that these control
deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not
be prevented or detected on a timely basis by the company’s internal controls.
 
As a result of the material weaknesses described above,
management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2024, based
on criteria established in Internal Control- Integrated Framework issued by COSO.

 
 
47
 

 
 



Changes in Internal Controls over Financial
Reporting
 
There was no change in the Company’s internal
control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.
 
Item 9B. Other Information
 
None of our directors or executive officers adopted
or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c)
of Regulation S-K) during the year ended March 31, 2024.
 
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections
 
Not applicable.
 
PART III
 
Item 10. Directors, Executive Officers, Promoters
and Control Persons of the Company 
 
DIRECTORS AND EXECUTIVE OFFICERS
 
The name, age and titles of our executive officers
and directors are as follows:


 
 
 
 
 


Name and Address of Executive
   Officer and/or Director
 
Age
 
Position

 
 
 
 
 

Natalija Tunevic
 
65
 
Secretary

Ivan Lunegov
 
39
 
President & Director

Vitalis Racius
 
42
 
Treasurer, Director, Chief Financial Officer

William Hisey
 
63
 
Chief Executive Officer

 
William Hisey, Chief Executive Officer
 
Mr. Hisey is a veteran business executive,
having held senior positions in business operations and finance, including private equity and corporate finance. His experiences run the
spectrum from initial start-ups to Fortune 100 Companies. Mr. Hisey began his career at Ernst & Young before moving on to multiple
financial roles at Pitney Bowes for the next decade. After several years as VP Business Development at IVAX Pharmaceuticals, he served
as CFO of the boutique venture capital firm Snowmark Capital for several years. Mr. Hisey then transitioned to the entrepreneurial side
of business by founding RxStrategies, a 340b pharmaceutical services startup, focusing on developing the business model, raising capital,
and directing the ramp up of company infrastructure and front of the house activities. Subsequently, he served various roles at Sentry
Data Systems, including CFO and VP-Business Development. Mr. Hisey has spent the last 13 years consulting with new business startups and
providing fractional CFO services, primarily through Wired4Health.
From 2011 to present, Mr. Hisey has provided
CFO and private equity services to a variety of companies, while also serving as the CFO for Wied4Health. These activities include financial
structuring, business modeling, strategic planning, capital raises and due diligence/process improvement projects. From January 2005 to
August 2010, Mr. Hisey held various roles with Sentry Data Systems, a healthcare solutions technology company, a PBM focused company.
These roles included CFO and VP – Business Development. During his tenure, the company grew from 15 employees to 100+ employees
with revenues growing dramatically from less than $1mm to $100mm+. He was instrumental in securing company recapitalization with PE firm
and the ultimate sale to Craneware Corporation.
Natalija Tunevic, Secretary 
 
From November 6, 2017 to November 9, 2022, Natalija
Tunevic has acted as our President, Treasurer, Secretary and Director. From 2006 to 2016, Ms. Tunevic was developing her experience in
cooking industry and organizing masterclasses while also being a Senior Social Worker of Republic of Lithuania. Natalija Tunevic continues
to hold the position of Secretary of the Company.
 
 
 
48

 
 



Ivan Lunegov, President and Director
 
Ivan Lunegov has graduated from Baikal State University
and has a Master degree in Management. Since 2009 to 2012 he completed a PhD program in Economics at the same University. In 2010, Mr.
Lunegov founded Center of Innovation Consulting, LLC, an advisory company for small and medium sized business. Mr. Lunegov was granted
twice by DAAD (The German Academic Exchange Service) as the senior research fellow in the field of sustainable economics and investments
at University of Stuttgart (2013) and SRH University Heidelberg (2015). He also was a part of research team in The Mercedes-Benz Group
AG (Stuttgart, Germany) and Robert Bosch GmbH (Stuttgart/Heidelberg, Germany). Since 2014 to 2016, he was a CEO of Panoply Group Corp.,
a US corporation with executive offices in Stuttgart, Germany, a consulting service company for tech startups. Since 2016 to 2020, Mr.
Lunegov was a CEO of Agency of Investments and Business Financing “Money for Business”, LLC, an investment fund for pre-seed
and seed stages tech startups. Since 2020, he has been working as independent startup advisor and venture partner.
 
Vitalis Racius, Treasurer,
Director, Principal Financial and Accounting Officer
 
Vitalis Racius serves on our Board of Directors and
as an executive officer. Mr. Racius has more than 5 years of entrepreneurial experience. Mr. Racius has been engaged in the management
several private companies. Mr. Racius holds an economic degree from the Kazimieras Simonavicius University. We believe that Mr. Racius
is qualified to serve on our Board of Directors due to his considerable business management background.
 
From October 19, 2020 to June 29, 2022, Mikhail Bukshpan
has acted as our Treasurer, Chief Operations Officer and Director. From August 2019, Mr. Bukshpan has acted as an owner of Itnia Co. LLC,
a Wyoming limited liability company designed to operate in the field of creating databases. From July 2016 to present, Mr. Bukshpan worked
as a Content Manager Specialist at iGotOffer and was responsible for maintaining the company’s web appearance. On June 29, 2022,
Mikhail Bukshpan resigned as the Company’s Treasurer, Director and Chief Operations Officer. The resignations are not the result
of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. As a result of Mr.
Bukshpan’s resignation, Mr. Racius was appointed as Treasurer, Director and Chief Operations Officer of the Company on June 29,
2022.
 
On November 9, 2022, Natalija Tunevic resigned from
the position of the Company’s President. Ivan Lunegov was appointed as the Company’s President, effective as of November 9,
2022.
 
On
April 18, 2023, Vladimir Hanin resigned from the positions of the Chief Financial Officer and Secretary.
 
On April 20, 2023, the Company and Kenneth
L. Waggoner entered into an Executive Compensation Agreement pursuant to which Mr. Waggoner was retained as Chief Executive Officer. In
consideration for serving as CEO. Mr. Waggoner has 45 years of experience in management, business, operations, and law. Mr. Waggoner started
his career as an attorney in private practice. From 1986 to 2003, he was senior partner with Brobeck, Phleger and Harrison. From 2003
to 2005, Mr. Waggoner served as the Vice President and General Counsel of Chevron’s global downstream operations. Mr. Waggoner served
as the Chief Executive Officer, President and General Counsel of PharmaCyte Biotech, Inc. between 2013 and 2022. During that time, he
was also the Chairman of the Board. Mr. Waggoner received his Juris Doctorate with honors in 1973 from Loyola University School of Law
in Los Angeles.
Natalija Tunevic resigned as CEO and Director
of the Company but will continue to serve as a Secretary of the Company, signing the Amendment to her Employment Agreement. Mr. Racius
was reassigned from the position of Chief Operating Officer to the position of Chief Financial Officer.
On June 27, 2023, Natalija Tunevic, the
Company’s Secretary, accepted the resignation of Kenneth Waggoner, which was submitted
by Mr. Waggoner through a third party. Mr. Waggoner's resignation was due to a perceived disagreement over the company's operations as
dictated by the board of directors. Effectively immediately, Mr. Waggoner no longer represents the company or its employees or consultants
in any way. Ms. Tunevic will fill the vacancy as interim CEO until the board appoints a new one.
 
 
49
 

 
 

 
On April 27, 2023, the Company and Paul
Averill entered into an Employment Agreement pursuant to which Mr. Averill was retained as Chief Operating Officer (“COO”).
In consideration for serving as COO. Mr. Averill is an accomplished technology and operational entrepreneur who excels at developing and
executing growth strategies for venture and private equity-backed companies. He has extensive experience in building and managing high
performance teams that tackle market challenges in creative and innovative ways. From August 2022 to present, Mr. Averill served as the
acting CEO of Wired4Tech, Inc., an information technology services and software development
company providing a range of technology services including application development, public/private cloud development, outsourcing, performance
testing and tuning. Parallel to Wired4Tech, Inc Mr. Averill is acting President and COO of SOS Technologies, LLC, a crisis
notification and response-time mitigation, threat surveillance and workplace safety platform. From 2011 to 2022, Mr. Averill was the founder
of Wired4Health Inc., a full-service healthcare technology services company focused on data integration, any-to-any data transformation,
technology risk assessment, due diligence, data-driven customer product implementations and software development.
Wired4Health has implemented data-driven applications
for over 3,000+ healthcare organizations and maintains in excess of 25,000 data feeds supporting 123 million unique patients.
 
On May 8, 2023, the Company and Percy Kwong (“PK”)
entered into a Technology Advisor Compensation Agreement pursuant to which PK agreed to provide certain technical consulting services
similar in nature to the services a Chief Technology Officer at a Nasdaq listed technology company of the same size as the Company would
provide. In consideration for providing the services, PK will receive a quarterly base compensation of $150,000 payable in shares of common
stock of the Company (the “PK Shares”). The PK Shares will be paid on a quarterly basis at the beginning of each quarter,
prorated for partial quarters. The number of PK Shares to be issued on a quarterly basis shall be determined by dividing $150,000 (which
is the quarterly pay for three months) by 85% of the Company’s VWAP prior to issuance, which shall at no point be less than $0.10
per share. once the Company’s Stock is listed on Nasdaq or any other National Stock Exchange, retroactive to April 15, 2023, the
Company shall pay the Advisor a quarterly fee of $250,000 during the Term and any Additional Term.
 
On July 24, 2023, the Company and Danny Rittman entered
into an Employment Agreement pursuant to which Mr. Rittman was retained as Chief Information Security Officer (“CISO”). In
consideration for serving as CISO, Mr. Rittman will receive an annual base salary of $300,000 payable in shares of common stock of the
Company (the “CISO Shares”), which shall be increased to $600,000 upon the Company up-listing to a national exchange. The
CISO Shares will be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters. The number of CISO Shares
to be issued on a quarterly basis shall be determined by dividing $75,000 (which is the quarterly pay for three months) by the Company’s
20-day VWAP. Mr. Rittman shall be paid a one-time $50,000 cash payment no later than thirty (30) days after the Company raises sufficient
equity financing or other working capital.
 
Dr. Rittman is a veteran software architect and integrated
circuit technology expert with over 20 years of experience in the technology sector. From 2014 through the present, Dr. Rittman served
as the Chief Technology Officer and as a director of GBT Technologies, Inc. (OTC: GTCH) (“GBT”), leading its technological
direction and managing teams of mobile software developers. From 2012, through 2014, Dr. Rittman served as a Senior Integrated Circuit
Consultant for Qualcomm / Max Linear, managing teams of integrated circuit designers within the mobile technology arena. From 2005 through
2010, Dr. Rittman served as the Founder and Chief Technology Officer of Micrologic Design Automation, leading the company’s technological
direction, including architecture, design and development of EDA software tools. From 2002 through 2007, Dr. Rittman served as an Integrated
Circuit CAD / Software Senior Consultant for IBM, managing integrated circuit back-end projects and leading back-end CAD and QA software
tool development and implementation. From 1995 through 2002, Dr. Rittman served as the Founder and VP of R&D for Bind-key Technologies,
leading the company’s technological direction, research and development of EDA software tools for integrated circuits and back-end
design. Dr. Rittman received a BS in Electrical Engineering - VLSI Design from the University of Bridgeport, graduating Magna Cum Laude
in 1992; a MS in Computer Science VLSI Design, specializing in Automation Algorithms, from La Salle University, graduating Magna Cum Laude
in 1996; and a PhD in Computer Science - VLSI Design, specializing in EDA Concepts and Algorithms, from La Salle University, graduating
Summa Cum Laude in 1998. Dr. Rittman completed a master's degree in information and cybersecurity at Berkeley University. The UC Berkeley
MICS (Master of Information and Cybersecurity) program is a graduate-level, accredited program providing comprehensive information and
cybersecurity education. The School of Information (iSchool) offers it in collaboration with the College of Engineering at the University
of California, Berkeley. The MICS program is designed to provide students with the technical and policy aspects of information and cybersecurity.
It covers computer security, cryptography, network security, privacy, risk management, and cybercrime. The program emphasizes a hands-on,
project-based approach to learning and provides students with opportunities to work on real-world cybersecurity problems. The MICS program
provides participants with the cybersecurity skills and knowledge needed to assume leadership positions in private-sector technology companies
and government and military organizations.
 
 
50

 
 

 
 
On August 17, 2023 the Company and Timothy Lantz (“TL”)
entered into a Chief Product & Market Strategy Advisor Compensation Agreement (Agreement effective date of August 1, 2023) pursuant
to which TL agrees to provide certain product & marketing consulting services similar in nature to the combined services a Chief Product
Officer and Chief Marketing Officer at a Nasdaq listed technology company of the same size as the Company would provide.
 
On November 3, 2023, Avant Technologies Inc. (the
“Company”) and Timothy Lantz entered into an Employment Agreement pursuant to which Mr. Lantz was retained as Director and
Chief Executive Officer (“CEO”).
 
Mr. Lantz is an accomplished technology and operational
entrepreneur who excels for over 20 years at all stages of business operations, developing and executing growth strategies, including
start-up, growth, turn-around, and successful exit—to both strategic and financial buyers. Mr. Lantz served as the acting President
& COO of Caresyntax Corporation sine 2019 to present, a Venture-backed, multi-national healthcare technology company focused on transforming
perioperative care through echnology. From 2014 to 2019, Mr. Lantz served as the acting COO and CIO of Sentry Data Systems, a Craneware
Company a Healthcare technology company providing software, analytics, consulting services and real-world data/evidence related to pharmaceutical
procurement, utilization and compliance to over 600 US hospitals, 7000 retail pharmacies, and domestic/international life sciences companies.
 
Effective November 3, 2023 with the appointment of
Mr. Lantz as Director and Chief Executive Officer, Mr. Racuis vacated his position as CEO and continues serve as a Director, Chief Financial
Officer (“CFO”) and Treasurer of the Company.
 
Effective November 3, 2023 Paul Averill resigned as
Chief Operating Officer of the Company, so that he may fully devote his efforts to his other business Mr. Averill’ resignation was
not the result of any disagreements with management or board of directors of the Company. The Company under the guidance of Mr. Lantz
will negotiate with Mr. Averill a consulting agreement potentially.
 
On November 24, 2023, the Company appointment Mr.
Lunegov as Director while retaining his role as the current President of the Corporation, effective from November 24, 2023.
 
On January 17, 2024, the Avant Technologies Inc. entered
into an Employment Agreement (the "Agreement") with Jared Pelski, and appoint Mr. Pelski to serves a Vice President –
Business Development of the Company. Jared Pelski is not a relative of any director or executive officer of the Company and does not own
more than 5% of the Company's outstanding common stock. Jared Pelski will undertake the responsibilities of Vice President of Business
Development, without concurrent membership on the board.
 
On January 26, 2024, the Avant Technologies Inc. entered
into an Employment Agreement (the "Agreement") with Angela Harris and appointed Mrs. Harris to assume the role of Chief Operating
Officer (the “COO”) for the Company. Angela Harris is not a relative of any director or executive officer of the Company and
does not own more than 5% of the Company's outstanding common stock. Angela Harris undertook the responsibilities of COO, starting February
1, 2024 (the “Start Date”) without concurrent membership on the board but as a member of the Senior Management Team.
 
Effective April 24, 2024, Mr. Lantz resigned as CEO
and Director of the Company. Mr. Lantz resigned without any conflicts with the Company's Board of Directors.
 
Effective April 24, 2024, Angela Harris resigned
as Chief Operating Officer (“COO”) of the Company. Ms. Harris`s resignation was not the result of any disagreements with the
Company’s Board of Directors.
 
Effective April 24, 2024, Jared Pelski resigned
as Vice President - Business Development of the Company. Mr. Pelski`s resignation was not the result of any disagreements with the Company’s
Board of Directors.
 
On April 24, 2024, Avant Technologies Inc.
and William Hisey entered into an Employment Agreement pursuant to which Mr. Hisey was retained as Interim Chief Executive Officer (“CEO”).
William Hisey is not a relative of any director or executive officer of the Company and does not own more than 5% of the Company's outstanding
common stock. Mr. Hisey undertook the responsibilities of Interim CEO, starting April 25, 2024, without concurrent membership on the board
but as a member of the Senior Management Team.
 
 
 
51

 
 

 
Family Relationships
 
There are no family relationships among our directors
and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which
any director or officer was or is to be selected as a director or officer. None of our directors or executive officers have had direct
or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding
$120,000.
 
Involvement in Certain Legal Proceedings
 
To our knowledge, during the last ten years, none of our directors and
executive officers has:
 


 
-
Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

 


 
-
Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

 


 
-
Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. 

 


 
-
Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 


 
-
Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 
AUDIT COMMITTEE
 
We do not have an audit committee financial expert.
We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is
prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
 
Agreements with Officers and Directors
 
On April 20, 2023, the Company and Kenneth
L. Waggoner entered into an Executive Compensation Agreement pursuant to which Mr. Waggoner was retained as Chief Executive Officer. In
consideration for serving as CEO, Mr. Waggoner will receive an annual base salary of $720,000 payable in shares of common stock of the
Company (the “CEO Shares”), which shall be increased to $1,440,000 upon the Company up-listing to a national exchange. The
CEO Shares will be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters. The number of CEO Shares
will be issued on a quarterly basis and shall be determined by dividing $180,000 (which is the quarterly pay for three months) by the
Company’s 20-day VWAP. On April 26, 2023, the parties enter into Amendment No. 1 to Executive
Compensation Agreement adding to the consideration of Mr. Waggoner for serving as CEO, that If Mr. Waggoner raises sufficient equity financing
or other working capital, Mr. Waggoner shall be entitled to an additional bonus to be determine by the Company’s Board of Directors
which in any event will not be less than $200,000 payable to the Executive within 30 days of such financing or infusion of capital.
 
Natalija
Tunevic entered into the Amendment of Employment Agreement pursuant to which her salary decreased from $5,500 to $2,500.
On June 27, 2023, Natalija Tunevic, the Company’s
Secretary, accepted the resignation of Kenneth Waggoner, which was submitted by Mr. Waggoner through a third party. Mr. Waggoner's
resignation was due to a perceived disagreement over the company's operations as dictated by the board of directors. Effectively immediately,
Mr. Waggoner no longer represents the company or its employees or consultants in any way. Ms. Tunevic will fill the vacancy as interim
CEO until the board appoints a new one.
 
 
 
52

 
 

 
On April 27, 2023, the Company and Paul Averill
entered into an Employment Agreement pursuant to which Mr. Averill was retained as Chief Operating Officer (“COO”). In consideration
for serving as COO, Mr. Averill will receive an annual base salary of $600,000 payable in shares of common stock of the Company (the “COO
Shares”), which shall be increased to $1,200,000 upon the Company up-listing to a national exchange. The COO Shares will be paid
on a quarterly basis at the beginning of each quarter, prorated for partial quarters. The number of COO Shares to be issued on a quarterly
basis shall be determined by dividing $150,000 (which is the quarterly pay for three months) by the Company’s 20-day VWAP. Mr. Averill
shall be paid a one-time $150,000 cash payment no later than thirty (30) days after the Company raises sufficient equity financing or
other working capital.
On May 8, 2023, the Company and Percy Kwong (“PK”)
entered into a Technology Advisor Compensation Agreement pursuant to which PK agreed to provide certain technical consulting services
similar in nature to the services a Chief Technology Officer at a Nasdaq listed technology company of the same size as the Company would
provide. In consideration for providing the services, PK will receive a quarterly base compensation of $150,000 payable in shares of common
stock of the Company (the “PK Shares”). The PK Shares will be paid on a quarterly basis at the beginning of each quarter,
prorated for partial quarters. The number of PK Shares to be issued on a quarterly basis shall be determined by dividing $150,000 (which
is the quarterly pay for three months) by 85% of the Company’s VWAP prior to issuance, which shall at no point be less than $0.10
per share. once the Company’s Stock is listed on Nasdaq or any other National Stock Exchange, retroactive to April 15, 2023, the
Company shall pay the Advisor a quarterly fee of $250,000 during the Term and any Additional Term.
 
On July 24, 2023, the Company and Danny Rittman entered
into an Employment Agreement pursuant to which Mr. Rittman was retained as Chief Information Security Officer (“CISO”). In
consideration for serving as CISO, Mr. Rittman will receive an annual base salary of $300,000 payable in shares of common stock of the
Company (the “CISO Shares”), which shall be increased to $600,000 upon the Company up-listing to a national exchange. The
CISO Shares will be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters. The number of CISO Shares
to be issued on a quarterly basis shall be determined by dividing $75,000 (which is the quarterly pay for three months) by the Company’s
20-day VWAP. Mr. Rittman shall be paid a one-time $50,000 cash payment no later than thirty (30) days after the Company raises sufficient
equity financing or other working capital.
 
On November 21, 2023, the Company executed Amendments
to Compensation Agreements effective as of December 1, 2023. Pursuant to these amendments, Ivan Lunegov, Vitalis Racius and Natalija Tunevic
will receive annual base compensation amounts of $400,000, $200,000 and $50,000 respectively.
 
Effective April 24, 2024, Mr. Lantz resigned
his positions as CEO and Director of the Company. Mr. Lantz vacated without any conflicts with the Company's Board of Directors.
 
Effective April 24, 2024, Angela Harris resigned
her position as Chief Operating Officer (“COO”) of the Company. Ms. Harris`s resignation was not the result of any disagreements
with the Company’s Board of Directors.
 
Effective April 24, 2024, Jared Pelski resigned
his position as Vice President – Business Development of the Company. Mr. Pelski`s resignation was not the result of any disagreements
with the Company’s Board of Directors.
 
Effective April 24, 2024, the Company’s
Board of Directors terminated the Employment Agreement with Timothy Lantz dated November 3, 2023; Employment Agreement with Jared Pelski
dated January 17, 2024; and the Employment Agreement with Angela Harris dated January 26, 2024. The Employment Agreements with Mr. Lantz,
Mr. Pelski, and Ms. Harris were canceled by mutual consent.
 
On April 24, 2024, the Company and William
Hisey entered into an Employment Agreement pursuant to which Mr. Hisey was retained as Interim Chief Executive Officer (“CEO”).
William Hisey is not a relative of any director or executive officer of the Company and does not own more than 5% of the Company's outstanding
common stock. Mr. Hisey will undertake the responsibilities of Interim CEO, starting April 25, 2024, without concurrent membership on
the board but as a member of the Senior Management Team.
 
Delinquent Section 16(a) Reports
 
Section 16(a) of the Exchange Act requires the
Company’s executive officers, directors, and persons who beneficially own more than ten percent of a registered class of the Company’s
equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common
stock. Such officers, directors, and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a)
forms that they file with the SEC. As the Company does not file reports pursuant to Section 12 of the Exchange Act, this section is not
applicable to the Company.
 
 
 
53

 
 

 
Code of Ethics, Inside Trading and Corporate communication
Policy 
 
We have adopted a Code of Ethics, Inside Trading and
Corporate communication Policies that applies to all officers, directors and employees. The Company will provide to any person without
charge a copy of such code of ethics, Inside Trading and Corporate communication Policies upon written request to the Company at its registered
offices.
 
Item 11. Executive Compensation
 
The following tables set forth certain information
about compensation paid, earned or accrued for services by our Executive Officers for the years ended March 31, 2024 and 2023:
 
Summary Compensation Table
 



Name and
Principal
Position

Year
 

Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)

All Other
Compensation
($)

All Other
Compensation
($)

Total
($)

Natalija Tunevic Secretary
March 31, 2024
39,667
-0-
-0-
-0-
-0-
-0-
-0-
39,667

March 31, 2023
66,000
-0-
-0-
-0-
-0-
-0-
-0-
66,000

 
 
 
 
 
 
 
 
 
 

Mikhail Bukshpan Former Director and Treasurer
March 31, 2024
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-

March 31, 2023
13,500
-0-
-0-
-0-
-0-
-0-
-0-
13,500

 
 
 
 
 
 
 
 
 
 

Ivan Lunegov President and Director
March 31, 2024
253,333
-0-
-0-
-0-
-0-
-0-
-0-
253,333

March 31, 2023
45,000
-0-
-0-
-0-
-0-
-0-
-0-
45,000

 
 
 
 
 
 
 
 
 
 


Vitalis Racius
Treasurer, Director, Chief Financial and Accounting
    Officer
March 31, 2024
102,667
-0-
-0-
-0-
-0-
-0-
-0-
102,667

March 31, 2023
40,500
-0-
-0-
-0-
-0-
-0-
-0-
40,500

 
 
 
 
 
 
 
 
 
 


Paul Averill,
Former Chief Operating Officer
March 31, 2024
250,000
-0-
-0-
-0-
-0-
-0-
-0-
250,000

March 31, 2023
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-

 
 
 
 
 
 
 
 
 
 


Percy Kwong,
Former Technology Advisor
March 31, 2024
550,000
-0-
-0-
-0-
-0-
-0-
-0-
550,000

March 31, 2023
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-

 
Ms. Tunevic currently devotes all of her time to manage
the affairs of the Company. She has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary
to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation,
or what the amount of the compensation will be.
 
The compensation discussed herein addresses all compensation
awarded to, earned by, or paid to our named executive officer.
 
 
 
54

 
 

 
 
There are no other stock option plans, retirement,
pension, or profit-sharing plans for the benefit of our sole officer and director other than as described herein. There are no annuity,
pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.
 
Outstanding Equity Awards at Fiscal Year-End
 
As of March 31, 2024, no new warrants were awarded
to the executives
 
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
 
The following table sets forth certain information
as of July 1, 2024, concerning the number of shares of common stock beneficially owned by: (i) each person (including any group) known
to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer.  Unless
otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.


 
 
 
 
 
 
 

Title of Class
 
Name and Beneficial Owner
 
Amount and Nature of Beneficial Ownership
 
Percentage

 
 
 
 
 
 
 

Common Stock
 
Mikhail Bukshpan
 
8,597,832
 
7.34%

Common Stock
 
GBT Tokenize Corp
 
16,000,000
 
13.67%**)

Common Stock
 
ONE LIFE BEST LIFE LLC
 
6,224,660
 
5.32%

Common Stock
 
REDWERK IT DEVELOPMENT LTD
 
6,224,660
 
5.32%

Common Stock
 
Sergii Cherniienko
 
6,120,737
 
5.23%

Common Stock
 
VIP SUNSHINE LLC
 
6,224,660
 
5.32%

Preferred Stock
 
Natalija Tunevic
 
6,000,000
 
60%*)

Preferred Stock
 
Vitalis Racius
 
4,000,000
 
40%*)

Preferred Stock Series A
 
Treasure Drive, LTD
 
3,050
 
4.99%***)

 
The percent of class is based on 117,017,906 shares
of common stock, 10,000,000 of preferred stock and 3,050 of series A preferred stock issued and outstanding as of the date of this annual
report
 
*) Voting right 5 to 1.
**) agreed to a lock-up period of nine (9)
months from April 2023
***) Voting on an as converted basis, subject to 4.99%
Blocker of beneficial ownership
 
No Director, executive officer, affiliate or any owner
of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adversary to the Company or
has a material interest adverse to the Company.
 
Item 13. Certain Relationships and Related Transactions
 
There are no promoters of the company, and have been
none, as defined in Item 404(c)(1)(i) of Regulation S-K, other than the Company’s directors and officers.
 
During the year ended March 31, 2024, we had not entered
into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of
our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions
exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
 
As of March 31, 2024, our directors and officers had
loaned $406,777 to the Company to provide working capital for its business operations.
 
 
55
 

 
 

 
On April 20, 2023, the Company and Kenneth
L. Waggoner entered into an Executive Compensation Agreement pursuant to which Mr. Waggoner was retained as Chief Executive Officer. In
consideration for serving as CEO, Mr. Waggoner will receive an annual base salary of $720,000 payable in shares of common stock of the
Company (the “CEO Shares”), which shall be increased to $1,440,000 upon the Company up-listing to a national exchange. The
CEO Shares will be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters. The number of CEO Shares
will be issued on a quarterly basis and shall be determined by dividing $180,000 (which is the quarterly pay for three months) by the
Company’s 20-day VWAP. On April 26, 2023, the parties enter into Amendment No. 1 to Executive
Compensation Agreement adding to the consideration of Mr. Waggoner for serving as CEO, that If Mr. Waggoner raises sufficient equity financing
or other working capital, Mr. Waggoner shall be entitled to an additional bonus to be determine by the Company’s Board of Directors
which in any event will not be less than $200,000 payable to the Executive within 30 days of such financing or infusion of capital.
Natalija
Tunevic entered into the Amendment of Employment Agreement pursuant to which her salary decreased from $5,500 to $2,500.
On June 27, 2023, Natalija Tunevic, the Company’s
Secretary, accepted the resignation of Kenneth Waggoner, which was submitted by Mr. Waggoner through a third party. Mr. Waggoner's
resignation was due to a perceived disagreement over the company's operations as dictated by the board of directors. Effectively immediately,
Mr. Waggoner no longer represents the company or its employees or consultants in any way. Ms. Tunevic will fill the vacancy as interim
CEO until the board appoints a new one.
 
On April 27, 2023, the Company and Paul Averill
entered into an Employment Agreement pursuant to which Mr. Averill was retained as Chief Operating Officer (“COO”). In consideration
for serving as COO, Mr. Averill will receive an annual base salary of $600,000 payable in shares of common stock of the Company (the “COO
Shares”), which shall be increased to $1,200,000 upon the Company up-listing to a national exchange. The COO Shares will be paid
on a quarterly basis at the beginning of each quarter, prorated for partial quarters. The number of COO Shares to be issued on a quarterly
basis shall be determined by dividing $150,000 (which is the quarterly pay for three months) by the Company’s 20-day VWAP. Mr. Averill
shall be paid a one-time $150,000 cash payment no later than thirty (30) days after the Company raises sufficient equity financing or
other working capital.
On May 8, 2023, the Company and Percy Kwong (“PK”)
entered into a Technology Advisor Compensation Agreement pursuant to which PK agreed to provide certain technical consulting services
similar in nature to the services a Chief Technology Officer at a Nasdaq listed technology company of the same size as the Company would
provide. In consideration for providing the services, PK will receive a quarterly base compensation of $150,000 payable in shares of common
stock of the Company (the “PK Shares”). The PK Shares will be paid on a quarterly basis at the beginning of each quarter,
prorated for partial quarters. The number of PK Shares to be issued on a quarterly basis shall be determined by dividing $150,000 (which
is the quarterly pay for three months) by 85% of the Company’s VWAP prior to issuance, which shall at no point be less than $0.10
per share. once the Company’s Stock is listed on Nasdaq or any other National Stock Exchange, retroactive to April 15, 2023, the
Company shall pay the Advisor a quarterly fee of $250,000 during the Term and any Additional Term.
 
On July 24, 2023, the Company and Danny Rittman entered
into an Employment Agreement pursuant to which Mr. Rittman was retained as Chief Information Security Officer (“CISO”). In
consideration for serving as CISO, Mr. Rittman will receive an annual base salary of $300,000 payable in shares of common stock of the
Company (the “CISO Shares”), which shall be increased to $600,000 upon the Company up-listing to a national exchange. The
CISO Shares will be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters. The number of CISO Shares
to be issued on a quarterly basis shall be determined by dividing $75,000 (which is the quarterly pay for three months) by the Company’s
20-day VWAP. Mr. Rittman shall be paid a one-time $50,000 cash payment no later than thirty (30) days after the Company raises sufficient
equity financing or other working capital.
 
On August 17, 2023 the Company and Timothy Lantz (“TL”)
entered into a Chief Product & Market Strategy Advisor Compensation Agreement (Agreement effective date of August 1, 2023) pursuant
to which TL agrees to provide certain product & marketing consulting services similar in nature to the combined services a Chief Product
Officer and Chief Marketing Officer at a Nasdaq listed technology company of the same size as the Company would provide.
 
On November 21, 2023, the Company executed Amendments
to Compensation Agreements effective as of December 1, 2023. Pursuant to these amendments, Ivan Lunegov, Vitalis Racius and Natalija Tunevic
will receive annual base compensation amounts of $400,000, $200,000 and $50,000 respectively.
 
 
 
56

 
 

 
On January 17, 2024, the Company entered into an Employment
Agreement (the "Agreement") with Jared Pelski, and appoint Mr. Pelski to serves a Vice President – Business Development
of the Company. Jared Pelski is not a relative of any director or executive officer of the Company and does not own more than 5% of the
Company's outstanding common stock. Jared Pelski will undertake the responsibilities of Vice President of Business Development, without
concurrent membership on the board.
 
On January 26, 2024, the Company entered into an Employment
Agreement (the "Agreement") with Angela Harris and appointed Mrs. Harris to assume the role of Chief Operating Officer (the
“COO”) for the Company. Angela Harris is not a relative of any director or executive officer of the Company and does not own
more than 5% of the Company's outstanding common stock. Angela Harris will undertake the responsibilities of COO, starting February 1,
2024 (the “Start Date”) without concurrent membership on the board but as a member of the Senior Management Team.
 
On April 24, 2024, the Company and William
Hisey entered into an Employment Agreement pursuant to which Mr. Hisey was retained as Interim Chief Executive Officer (“CEO”).
William Hisey is not a relative of any director or executive officer of the Company and does not own more than 5% of the Company's outstanding
common stock. Mr. Hisey will undertake the responsibilities of Interim CEO, starting April 25, 2024, without concurrent membership on
the board but as a member of the Senior Management Team.
 
Procedures for Approval of Related Party Transactions
 
Our Board of Directors is in charged with reviewing
and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC
rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a
case-by-case basis.
 
Director Independence
 
The Company has no outside directors as of March 31,
2024.
 
Item 14. Principal Accountant Fees and Services 
 
During fiscal year ended March 31, 2024,
we incurred approximately $19,900 in fees to our principal independent accountants for professional services rendered in connection
with the audit of our March 31, 2023 financial statements and for the reviews of our financial statements for the quarters ended June
30, 2023, September 30, 2023 and December 31, 2023.
 
PART IV
 
Item 15. Exhibits
 
The following exhibits are included as part of this
report by reference:


 
 
 

31.1  
 
Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 
 
 

32.1  
 
Certifications of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 


32.2  
 
Certifications of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 
 
 
 
57
 

 
 

 
SIGNATURES
  
In accordance with the requirements of the Securities
Act of 1933, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 


Dated: July 3, 2024
AVANT TECHNOLOGIES INC.

 

By:
/s/
Vitalis Racius

 
Name:
Vitalis Racius

 
Title:
Chief Financial Officer, Director & Treasurer

 
 
 

 
 
 
In accordance with the Exchange Act, this report has
been signed below by the following persons on behalf of the registrant and in the capacities indicated.
 


Signature
 
Title
 
Date

 
 
 

/s/ Natalija Tunevic
 
Secretary
 
July 3, 2024

Natalija Tunevic
 
 
 
 

 
 
 

/s/ Ivan Lunegov
 
President & Director
 
July 3, 2024

Ivan Lunegov
 
 
 
 

 
 
 
 
 

/s/ Vitalis Racius
 
Chief Financial Officer, Director & Treasurer
 
July 3, 2024

Vitalis Racius
 
 
 
 

 


/s/ William Hisey
 
Chief Executive Officer, 
 
July 3, 2024

William Hisey
 
 
 
 

 
 
 
 
 
58
 

 
 

 
 
 


